professional combined accountants - axa connect · 2019. 8. 16. · professional indemnity section...

Professional combined

Accountants

Policy wording

March 2019

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2 Defined terms are highlighted in bold blue see page 4 for their meanings

Contents Welcome to AXA

Welcome to AXA 3

Your policy 3

Meanings of defined terms 4

Policy conditions 5

Sections of coverProfessional indemnity section 9

Employers liability section 17

Public liability section 21

Directors’ and officers’ 28 liability section

Contents – all risks section 37

Making a complaint 40

Thank you for choosing AXAPlease read carefully all documents that we have provided and keep them in a safe place. If you have any questions, need anything explaining or believe this contract does not meet your needs, please contact us or your insurance adviser.

Your policyYour policy is a contract of insurance between you and us and you have a duty to make a fair presentation of the risk to us in accordance with the law.The policy describes the insurance cover for which we have accepted your premium.This insurance is renewable provided that we agree to accept your premium for any subsequent period of insurance. A new schedule will be issued for each period of insurance showing any changes to your cover.Your policy is divided into a number of sections. The policy wording, schedule and any endorsements must be read together. Where a section does not apply, your schedule will state that it is ‘not covered’.Throughout this policy, we use defined terms. Defined terms are used to explain what a word means and are highlighted in bold blue print.Headings have been used for your guidance and to help you understand the cover provided. The headings do not form part of the contract.Under the heading ‘What is covered’ we give information on the insurance provided. This must be read with ‘What is not covered’, the Policy conditions and the section conditions at all times.Under the heading ‘What is not covered’ we draw your attention to what is excluded from your policy.


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Contents Welcome to AXA

Thank you for choosing AXAPlease read carefully all documents that we have provided and keep them in a safe place. If you have any questions, need anything explaining or believe this contract does not meet your needs, please contact us or your insurance adviser.

Your policyYour policy is a contract of insurance between you and us and you have a duty to make a fair presentation of the risk to us in accordance with the law.The policy describes the insurance cover for which we have accepted your premium.This insurance is renewable provided that we agree to accept your premium for any subsequent period of insurance. A new schedule will be issued for each period of insurance showing any changes to your cover.Your policy is divided into a number of sections. The policy wording, schedule and any endorsements must be read together. Where a section does not apply, your schedule will state that it is ‘not covered’.Throughout this policy, we use defined terms. Defined terms are used to explain what a word means and are highlighted in bold blue print.Headings have been used for your guidance and to help you understand the cover provided. The headings do not form part of the contract.Under the heading ‘What is covered’ we give information on the insurance provided. This must be read with ‘What is not covered’, the Policy conditions and the section conditions at all times.Under the heading ‘What is not covered’ we draw your attention to what is excluded from your policy.

Making a claimIf you need to tell us about a claim please first check your policy to make sure you are covered. You must then follow the Claims notification condition and Claims procedures condition on pages 5 and 6.For Professional indemnity claims, please see the Claim circumstance condition, the Claim control and co-operation condition and the Claim notification condition on page 15 and 16.For Director’s and officer’s claims, please see the Claims conditions, Claims notification condition and Claims procedures condition on page 35 and 36.Please contact your insurance adviser who will help us deal with the claim.

Making a complaintIf you are not happy with the way a claim or any other matter has been dealt with, please read ‘Making a complaint’ on page 40.



These meanings apply throughout your policy. If a word or phrase has a defined meaning it will be highlighted in bold blue print and will have the same meaning wherever it is used. There are additional defined terms under each section.

BusinessBusiness, described in your schedule including1 providing and managing amenities for the

benefit and welfare of employed persons2 repairing, maintaining and decorating

property or premises owned, leased, hired or rented by the business

3 providing and managing facilities primarily used for fire prevention, safety or security at your premises

4 maintaining and repairing vehicles and machinery owned, leased, hired or rented by the business

5 private work you allow any employed persons to do for your directors, partners or officers, as long as this work is done with your prior permission

6 the sale or disposal of business assets.

ExcessThe amount stated in your schedule, being the first amount of loss for which you are responsible.

Period of insurancePeriod shown in your schedule, inclusive of both the stated start date and end date.

PolicyThis document, any schedule and any endorsements attached or issued.

Policy territoriesGreat Britain, Northern Ireland, the Channel Islands and the Isle of Man.

Terrorist actAny act of a person or group directed towards the overthrowing or influencing of any government, or putting any section of the public in fear by threat, force or violence or other means.

We/us/ourAXA Insurance UK plc.

You/yourPerson(s), firm, company or organisation shown in your schedule as the insured.

Meanings of defined terms Policy conditions

You must comply with the following conditions to have the full protection of your policy.If you do not comply then we may at our option take one or more of the following actions1 Cancel your policy2 Declare your policy void (treating your

policy as if it had never existed)3 Change the terms of your policy4 Refuse to deal with all or part of any claim or

reduce the amount of any claim payments.

Cancellation condition1 You may cancel your policy within 14 days

of receiving your policy for the first period of insurance if for any reason you are dissatisfied or the policy does not meet your requirements.

2 We can cancel your policy at any time during the period of insurance by giving 14 days written notice to your last known address.

Where your policy is cancelled in accordance with either of the above provisions, we will refund part of the premium paid, proportionate to the unexpired period of insurance following cancellation.3 You may also cancel your policy at any

other time during the period of insurance. We will refund part of the premium paid, proportionate to the unexpired period of insurance less a short period premium surcharge of £50.

4 We can cancel your policy immediately, without giving you notice if the premium has not been paid. If a claim or claim circumstance has been notified to us during the current period of insurance the annual premium remains due in full.

We will only refund premium provided that no claim has been paid or is outstanding in the current period of insurance.Cancellation of this policy will not affect any claims or rights you or we may have before the date of cancellation.We do not have to offer renewal of your policy and cover will cease on the expiry date.


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Terrorist actAny act of a person or group directed towards the overthrowing or influencing of any government, or putting any section of the public in fear by threat, force or violence or other means.

We/us/ourAXA Insurance UK plc.

You/yourPerson(s), firm, company or organisation shown in your schedule as the insured.

Meanings of defined terms Policy conditions

You must comply with the following conditions to have the full protection of your policy.If you do not comply then we may at our option take one or more of the following actions1 Cancel your policy2 Declare your policy void (treating your

policy as if it had never existed)3 Change the terms of your policy4 Refuse to deal with all or part of any claim or

reduce the amount of any claim payments.

Cancellation condition1 You may cancel your policy within 14 days

of receiving your policy for the first period of insurance if for any reason you are dissatisfied or the policy does not meet your requirements.

2 We can cancel your policy at any time during the period of insurance by giving 14 days written notice to your last known address.

Where your policy is cancelled in accordance with either of the above provisions, we will refund part of the premium paid, proportionate to the unexpired period of insurance following cancellation.3 You may also cancel your policy at any

other time during the period of insurance. We will refund part of the premium paid, proportionate to the unexpired period of insurance less a short period premium surcharge of £50.

4 We can cancel your policy immediately, without giving you notice if the premium has not been paid. If a claim or claim circumstance has been notified to us during the current period of insurance the annual premium remains due in full.

We will only refund premium provided that no claim has been paid or is outstanding in the current period of insurance.Cancellation of this policy will not affect any claims or rights you or we may have before the date of cancellation.We do not have to offer renewal of your policy and cover will cease on the expiry date.

Change in risk conditionYou must tell us as soon as possible during the period of insurance of any change1 to the business2 in the person, firm, company or organisation

shown in your schedule as the insured 3 to the information you provided to us

previously or any new information that increases the risk of loss as insured under any section of your policy.

Your policy will come to an end from the date of the change unless we agree in writing to accept an alteration.We do not have to accept any request to vary your policy. If you wish to make any alteration to your policy you must disclose any change to the information you previously provided or any new information that could affect this insurance. If we accept any variation to your policy, an increase in the premium or different terms or conditions of cover may be required by us.

Claims notification condition (not applicable to the Professional indemnity section of this policy)This condition applies throughout your policy with the exception of the Professional indemnity section and the Directors’ and officers’ liability section. The claims notification conditions to your Professional indemnity section and your Directors’ and officers’ liability sections can be found on page 16 and page 35.You must1 as soon as practical

a give us notice of any circumstances which might lead to a claim under your policy

b give us all the information we request2 immediately

a on receipt send us every letter, court order, summons or other legal document served upon you


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Policy conditions continued Policy conditions continued

Defined terms are highlighted in bold blue see page 4 for their meanings

b tell us about any prosecution, inquest or fatal accident inquiry or dispute for referral to adjudication or court proceedings in connection with any potential claim under your policy

c notify the police of any loss or damage that has been caused by malicious persons, thieves, rioters, strikers.

We will not pay your claim where you have not complied with this condition.

Claims procedures condition (not applicable to the Professional indemnity section of this policy)This condition applies throughout your policy with the exception of the Professional indemnity section and the Directors’ and officers’ liability section.The claims procedures condition which applies to your Directors’ and officers’ liability section can be found on page 36.1 You must take, or allow others to take,

practical steps to prevent further loss or damage, recover property lost and otherwise minimise the claim.

2 At your expense you must provide us witha full details in writing of any injury, loss or

damage and any further information or declaration we may reasonably require

b any assistance to enable us to settle or defend a claim

c details of any relevant other insurances.3 You must not accept, negotiate, pay, settle,

admit or repudiate any claim without our written consent.

4 Following a claim you must allow us or anyone authorised by usa access to premisesb to take possession of, or request delivery

to us of any property insured.5 You must not abandon any property to us.6 We will be allowed complete control of any

proceedings and settlement of the claim.We will not pay your claim where you have not complied with this condition.

b we will apply the formula calculated by reference to the premium that would have been charged to claims from the start of the policy, or the date of variation or from the date of renewal

c we will treat the policy as having different terms imposed from the start of the policy, or the date of variation or from the date of renewal

depending on when the failure to make a fair presentation occurs.

Fraud conditionYou and anyone acting for you must not act in a fraudulent way.If you or anyone acting for you1 knowingly makes a fraudulent or

exaggerated claim under your policy2 knowingly makes a false statement in

support of a claim (whether or not the claim itself is genuine) or

3 knowingly submit a false or forged document in support of a claim (whether or not the claim itself is genuine),

we will a refuse to pay the claim b declare the policy void from the date of

the fraudulent act without any refund of premiums.

We may also inform the police of the circumstances.

Instalments conditionIf you fail to pay a premium instalment to us on the date due we may charge an administration fee for instalments rejected by your bank. We have the right to cancel your policy for non-payment and apply a short premium payment surcharge of £50.If a claim or claim circumstance has been notified to us during the current period of insurance, the annual premium remains due in full. If no claim or claim circumstance has been notified to us and insufficient payments have been made to cover the period for which insurance has been provided, payment for the unpaid portion of premium will remain due.

Fair presentation of risk conditionYou have a duty to make a fair presentation of the risk which you wish to insure. This applies prior to the start of your policy, if any variation is required during the period of insurance and prior to each renewal. If you do not comply with this condition then1 if the failure to make a fair presentation

of the risk is deliberate or reckless we can elect to make your policy void and keep the premium. This means treating the policy as if it had not existed and that we will not return your premiums, or

2 if the failure to make a fair presentation of the risk is not deliberate or reckless and we would not have provided cover had you made a fair presentation, then we can elect to make your policy void and return your premium, or

3 if the failure to make a fair presentation of the risk is not deliberate or reckless and we would have issued cover on different terms had you made a fair presentation of the risk then we can: a reduce proportionately any amount

paid or payable in respect of a claim under your policy using the following formula. We will divide the premium actually charged by the premium which we would have charged had you made a fair presentation and calculate this as a percentage. The same percentage figure will be applied to the full amount of the claim to arrive at the proportion of the claim to be paid or payable; and/or

b treat your policy as if it had included the different terms (other than payment of the premium) that we would have imposed had you made a fair presentation.

4 Where we elect to apply one of the above thena if we elect to make your policy void,

this will be from the start of the policy, or the date of variation or from the date of renewal


Policy conditions continued Policy conditions continued

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b we will apply the formula calculated by reference to the premium that would have been charged to claims from the start of the policy, or the date of variation or from the date of renewal

c we will treat the policy as having different terms imposed from the start of the policy, or the date of variation or from the date of renewal

depending on when the failure to make a fair presentation occurs.

Fraud conditionYou and anyone acting for you must not act in a fraudulent way.If you or anyone acting for you1 knowingly makes a fraudulent or

exaggerated claim under your policy2 knowingly makes a false statement in

support of a claim (whether or not the claim itself is genuine) or

3 knowingly submit a false or forged document in support of a claim (whether or not the claim itself is genuine),

we will a refuse to pay the claim b declare the policy void from the date of

the fraudulent act without any refund of premiums.

We may also inform the police of the circumstances.

Instalments conditionIf you fail to pay a premium instalment to us on the date due we may charge an administration fee for instalments rejected by your bank. We have the right to cancel your policy for non-payment and apply a short premium payment surcharge of £50.If a claim or claim circumstance has been notified to us during the current period of insurance, the annual premium remains due in full. If no claim or claim circumstance has been notified to us and insufficient payments have been made to cover the period for which insurance has been provided, payment for the unpaid portion of premium will remain due.

Fair presentation of risk conditionYou have a duty to make a fair presentation of the risk which you wish to insure. This applies prior to the start of your policy, if any variation is required during the period of insurance and prior to each renewal. If you do not comply with this condition then1 if the failure to make a fair presentation

of the risk is deliberate or reckless we can elect to make your policy void and keep the premium. This means treating the policy as if it had not existed and that we will not return your premiums, or

2 if the failure to make a fair presentation of the risk is not deliberate or reckless and we would not have provided cover had you made a fair presentation, then we can elect to make your policy void and return your premium, or

3 if the failure to make a fair presentation of the risk is not deliberate or reckless and we would have issued cover on different terms had you made a fair presentation of the risk then we can: a reduce proportionately any amount

paid or payable in respect of a claim under your policy using the following formula. We will divide the premium actually charged by the premium which we would have charged had you made a fair presentation and calculate this as a percentage. The same percentage figure will be applied to the full amount of the claim to arrive at the proportion of the claim to be paid or payable; and/or

b treat your policy as if it had included the different terms (other than payment of the premium) that we would have imposed had you made a fair presentation.

4 Where we elect to apply one of the above thena if we elect to make your policy void,

this will be from the start of the policy, or the date of variation or from the date of renewal

Law applicable to this policyYou and we can choose the law which applies to this policy. We propose that the Law of England and Wales apply. Unless we and you agree otherwise, the Law of England and Wales will apply to this policy.

Other insurance conditionIf a claim is made under this policy and there is other insurance cover for which you are, or would be but for this policy, entitled to have a claim paid under the other insurance, we will at our option, either pay1 a proportionate share of the claimor2 an amount beyond that which is or would be

payable under the other policy.

Reasonable care conditionYou must take reasonable steps to 1 prevent or protect against injury, loss

or damage2 keep anything insured in good condition and

in full working order3 remedy any defect or any danger that

becomes apparent, as soon as possible.If required by us, you must allow access to your premises or activities of your business to carry out inspection or survey. You must comply with any risk improvements that we ask for, within a reasonable period of time, advised by us.We will not pay your claim where you have not complied with this condition.

Sanctions conditionThis contract of insurance is subject to sanction, prohibition or restriction under United Nations resolutions. It is a condition of your policy that we will not provide cover, or pay any claim or provide any benefit under your policy to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose us, or our parent, subsidiary or any AXA group member company, to any trade or economic sanctions, or violate any laws or regulations of the United Kingdom, the European Union, the United States of America or any other territory.


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Policy conditions continued


Professional indemnity section

Subrogation (our rights) conditionWe will be entitled to undertake in your name or on your behalf1 the defence or settlement of any claim2 steps to enforce rights against any other

party before or after payment is made by us.

Third party rights conditionThe Contract (Rights of Third Parties) Act 1999 does not apply to this policy.

Contents of this sectionImportant information about the cover provided by this section 9Meanings of defined terms 9What is covered 11Defence and settlement 12 of claimsWhat is not covered 13Section conditions 15


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Policy conditions continued Professional indemnity section

Important information about the cover provided by this section The cover provided by this section operates on a claims-made basis. This means that we will only provide cover for claims or claim circumstances made against you and notified to us during the period of insurance. Conditions apply regarding when you must tell us about claims or claim circumstances and these can be found below. You should read these carefully.

Meanings of defined termsYou can find the meanings for words in bold blue on page 4 . There are some words that may only appear in this section or are defined differently and their meanings are shown here.

Claim(s)Any verbal or written demand, notice or communication from a third party1 making an assertion for legal remedy or any

other form of compensation or remedy2 containing reference to, or serving notice of,

intent to start legal proceedings3 invoking any pre-action protocol as set

under the Civil Procedure Rules and/or4 referring to arbitration, adjudication or

complaint proceedings.

Claim circumstance(s)Any incident, occurrence, fact, matter or act that you become aware of that1 may give rise to a claim or2 may give rise to an ombudsman award.

ClaimantA person or organisation that has made or may make a claim including a complainant to an ombudsman.

Contents of this sectionImportant information about the cover provided by this section 9Meanings of defined terms 9What is covered 11Defence and settlement 12 of claimsWhat is not covered 13Section conditions 15


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Professional indemnity section continued Professional indemnity section continued


Defence costsAll costs and expenses incurred by us or by you with our prior written permission relating to the investigation, defence or settlement of any claim against you, which your policy covers.This does not include profit costs or remuneration or expenses paid or due to you.

DocumentsAny documents, information or data, including computer records and electronic data, that are used in the ordinary course of your professional business. This does not include bearer bonds, coupons, stamps, bank or currency notes and negotiable instruments.

Employee(s)1 Any person working for you under a contract

of service with you or2 Any person working for you in connection

with the professional businessa who is hired or lent to youb who is self-employedc on a voluntary basis

and who is under your control or supervision.

Extended liabilityLegal liability assumed by you under the express or implied terms of any contract or agreement that restrict your right of recovery, or increase your liability at law beyond that applicable in the absence of those terms.

InjuryAny death, illness, disease or sickness or any bodily, mental, psychological or emotional injury, distress or shock.

Limit of indemnityThe amount shown in your schedule as the limit of indemnity.

LossThe amount that you are legally liable to pay due to a claim, including awards of damages, awards of claimant costs and amounts that are pursuant to settlements, but not including defence costs.

Ombudsman award(s)Any amount to be paid or that is payable, or the costs of taking any steps that you are directed to take, following an award or recommendation made by any ombudsman appointed under the provisions of the Financial Services and Markets Act 2000, the Central Bank and Financial Services Authority of Ireland Act 2004 or any amendment or re-enactment of them.

Packaged softwareAny computer software that is marketed for general distribution on a wholesale or retail basis but that is not produced by you.

PollutantAny solid, liquid or gaseous pollutant contaminant or irritant substance or any biological agent that is a danger to human health.

PollutionActual, alleged or threatened discharge, seepage, treatment, removal, disposal, dispersal, emission, release or escape of any pollutant or any regulatory order, direction or request to test for, monitor, remove, contain, treat, detoxify or neutralise any pollutant.

Professional business1 Services or advice that you perform or that

are performed on your behalf.2 Services or advice that you perform whilst

holding an individual personal appointment, provided thata the fee that you charged for those

services or advice (if a fee was charged) is included in the turnover that has been disclosed to us when applying for this insurance, and

b where those services are as company secretary, registrar or director of a

company that is not your company, cover only extends to services performed or advice given by you in connection with tax matters, secretarial work, share registration, financial advice to management, book-keeping, management accounting, financial investigation and reports, the negotiation and settlement of financial claims, company formations, investment advice, insurance and pension scheme advice and computer consultancy.

You/your1 The person, firm, company or organisation

shown in your schedule as the insured.2 Any person, firm, company or

organisation shown in your schedule as an additional insured.

3 Any predecessor in business to any firm, company or organisation shown in your schedule as the insured or as an additional insured.

4 Any person who is or has been or who becomes a director, partner, member, principal or employee, but only for work undertaken for or on behalf of any person or body referred to in 1, 2 or 3 above.

5 Any consultant or former consultant appointed by the person, firm, company or organisation shown in your schedule as the insured, but only for work undertaken for or on behalf of any person or body referred to in 1, 2, 3 or 4 above.

6 Any retired partner, retired director or retired member of the firm, company or organisation shown in your schedule as the insured and who remains as a consultant to any person, firm, company or organisation shown in your schedule as the insured.

7 The estate, heirs, executors, legal or personal representatives of any person referred to in 1, 2, 3, 4, 5 or 6 above in the event of their death or incapacity.

8 Where the person shown in your schedule is a sole practitioner, any person, firm, company or organisation acting in connection with arrangements to cover the incapacity or death of that person.



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LossThe amount that you are legally liable to pay due to a claim, including awards of damages, awards of claimant costs and amounts that are pursuant to settlements, but not including defence costs.

Ombudsman award(s)Any amount to be paid or that is payable, or the costs of taking any steps that you are directed to take, following an award or recommendation made by any ombudsman appointed under the provisions of the Financial Services and Markets Act 2000, the Central Bank and Financial Services Authority of Ireland Act 2004 or any amendment or re-enactment of them.

Packaged softwareAny computer software that is marketed for general distribution on a wholesale or retail basis but that is not produced by you.

PollutantAny solid, liquid or gaseous pollutant contaminant or irritant substance or any biological agent that is a danger to human health.

PollutionActual, alleged or threatened discharge, seepage, treatment, removal, disposal, dispersal, emission, release or escape of any pollutant or any regulatory order, direction or request to test for, monitor, remove, contain, treat, detoxify or neutralise any pollutant.

Professional business1 Services or advice that you perform or that

are performed on your behalf.2 Services or advice that you perform whilst

holding an individual personal appointment, provided thata the fee that you charged for those

services or advice (if a fee was charged) is included in the turnover that has been disclosed to us when applying for this insurance, and

b where those services are as company secretary, registrar or director of a

company that is not your company, cover only extends to services performed or advice given by you in connection with tax matters, secretarial work, share registration, financial advice to management, book-keeping, management accounting, financial investigation and reports, the negotiation and settlement of financial claims, company formations, investment advice, insurance and pension scheme advice and computer consultancy.

You/your1 The person, firm, company or organisation

shown in your schedule as the insured.2 Any person, firm, company or

organisation shown in your schedule as an additional insured.

3 Any predecessor in business to any firm, company or organisation shown in your schedule as the insured or as an additional insured.

4 Any person who is or has been or who becomes a director, partner, member, principal or employee, but only for work undertaken for or on behalf of any person or body referred to in 1, 2 or 3 above.

5 Any consultant or former consultant appointed by the person, firm, company or organisation shown in your schedule as the insured, but only for work undertaken for or on behalf of any person or body referred to in 1, 2, 3 or 4 above.

6 Any retired partner, retired director or retired member of the firm, company or organisation shown in your schedule as the insured and who remains as a consultant to any person, firm, company or organisation shown in your schedule as the insured.

7 The estate, heirs, executors, legal or personal representatives of any person referred to in 1, 2, 3, 4, 5 or 6 above in the event of their death or incapacity.

8 Where the person shown in your schedule is a sole practitioner, any person, firm, company or organisation acting in connection with arrangements to cover the incapacity or death of that person.

What is coveredWe will cover you for any claim and defence costs that arise from the conduct of your professional business, where the claim is first made against you and notified to us during the period of insurance, for any civil liability that you incur, including claimant costs and expenses.The most we will pay for loss resulting from each claim is the limit of indemnity.We will pay defence costs in addition to the loss and, if required, in addition to the limit of indemnity. If the loss amount exceeds the limit of indemnity, the most we will pay for defence costs will be the same proportion to the amount that the limit of indemnity has to the loss amount.

Court attendance costs coverIn the event that any of your directors, partners, members, principals or employees are required to attend court, mediation or arbitration in connection with a claim that is covered by this policy, provided that we have first given our written consent, we will pay compensation to you at £300 per day or part of day for each person required to attend.The most we will pay for all Court attendance costs in any one period of insurance is £15,000. This is in addition to the limit of indemnity.

Dishonesty and fraud coverWe will only cover claims arising out of any dishonest or fraudulent act or omission if they arise by reason of, and were solely and directly caused by, the actual or allegedly dishonest and/or fraudulent act(s) or omission(s) of any past or present partner, director, member, consultant, sub-contractor or employee of yours (whether committed alone or in collusion with others), provided that1 no cover shall be given for any claim arising

out of dishonesty or fraud on the part of any person after you discover, in relation to that person, reasonable cause for suspicion of fraud or dishonesty

2 no cover shall be given to any person committing or condoning any dishonest or fraudulent act or omission

3


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3 any dishonesty or fraud committed by persons acting together, will for the purposes of this policy, be treated as one claim.

At our request and expense, you will take all reasonable steps to obtain reimbursement from any person committing or condoning any dishonest or fraudulent act or omission or from their estates or legal representatives.Any monies that, but for the dishonest or fraudulent act or omission, would be due to the persons committing or condoning any dishonest or fraudulent act or omission from you, or any monies of those persons held by you, shall be deducted from any amount payable under this policy.Nothing in this clause will stop us from exercising any right of subrogation against any person committing or condoning any dishonest or fraudulent act or omission.The amount we will pay for any claim arising out of any dishonest or fraudulent act or omission will be only for the balance of any civil liability over and above the amounts recovered from the person or persons committing or condoning dishonest or fraudulent acts or omissions or their estates or legal representatives.

Loss of documents coverWe will pay reasonable costs and expenses for replacing or restoring your own documents that have become lost or damaged in the conduct of the professional business provided that the loss or damage is discovered by you and notified to us during the period of insurance.We will not pay for your own documents which are stored on a computer system unless those documents are duplicated on at least a daily basis, with the intention that the duplicate can be used to restore the documents in the event of loss or damage.The most we will pay for replacement of your own documents during any one period of insurance is £100,000, but this will not apply to the amount we will pay where loss of or damage to documents leads to a claim under the heading ‘Civil liability and defence costs cover’.

Ombudsman awards coverWe will cover you for any loss arising out of an ombudsman award, provided that the conduct that is the subject of the ombudsman award is part of your professional business and is a claim or claim circumstance first made against you and notified to us during the period of insurance.The most we will pay for all ombudsman awards is an amount equal to the limit of indemnity.

Defence and settlement of claimsWe will advance defence costs as and when they are incurred by you. This includes defence costs incurred on your behalf where you are alleged to have committed or condoned a dishonest or fraudulent act or omission, but we will not pay defence costs incurred on your behalf after the earlier of1 you admitting to us that you committed or

condoned that dishonest or fraudulent act or omission

2 a court or other judicial body finding that you were in fact guilty of that dishonest or fraudulent act or omission.

Each of you who admit to us that they committed or condoned a dishonest or fraudulent act or omission, or against whom there is a finding by a court or other judicial body that such person was in fact guilty of that dishonest or fraudulent act or omission, must reimburse us any defence costs that we advanced on your behalf.All claims that come from the same act, error or omission or series of acts, errors or omissions, as a result of, or arising directly or indirectly from, the same source or original cause, will be regarded as one claim.If we cover more than one person, firm, company or organisation, our liability to all, as a result of one claim, will not be more than the limit of indemnity.We have the right, but not the obligation, to take control of any claim and conduct the investigation, settlement or defence in your name. If we think it is necessary we will appoint our adjuster, solicitor or other appropriate person to deal with the claim. If you ask us, we may agree to appoint your solicitor, but only on a similar fee basis as our solicitor and only for work done with our prior written approval.

You will be entitled to any and all information and documentation regarding the defence, investigation or settlement of any claim and the investigation into any claim circumstances as you may reasonably request from us.Proceedings will only be defended if there is a reasonable prospect of success and taking into account the commercial considerations of the costs of defence.If you disagree with our proposed course of action for any legal proceedings (whether defence or prosecution), then you or we may refer the matter to a Queen’s Counsel of the English Bar, or equivalent in Scotland or Ireland as applicable, to be mutually agreed between you and us. If you and we cannot agree on the Queen’s Counsel to be appointed then the Queen’s Counsel will be appointed by the President of the Institute of Chartered Accountants in England and Wales/of Scotland/in Ireland as applicable. The Queen’s Counsel’s decision on how the legal proceedings should be handled and on whether you or we should pay for the Queen’s Counsel’s costs will be binding on you and us. In resolving this dispute, the Queen’s Counsel will have consideration for the interests of you and us.Any amount payable by us under this policy in respect of your liability to a claimant will be paid only to the claimant, or to where the claimant tells us. We agree we will not set off any amounts that are payable under this policy against any payment due to us from you, including any payment of premium or any payment due to us by way of reimbursement. This does not apply to the excess, which we may set off against any payment.

What is not coveredDishonesty and fraud exclusionWe will not cover any claim directly or indirectly involving dishonesty or fraud committed by you other than as stated in the Dishonesty and fraud cover on page 11.

Excess exclusionWe will not pay the excess shown in your schedule. Regardless of what excess amount is shown in your schedule, the maximum excess amount will not exceed the maximum amount permitted in line with the relevant provisions

8



13

Ombudsman awards coverWe will cover you for any loss arising out of an ombudsman award, provided that the conduct that is the subject of the ombudsman award is part of your professional business and is a claim or claim circumstance first made against you and notified to us during the period of insurance.The most we will pay for all ombudsman awards is an amount equal to the limit of indemnity.

Defence and settlement of claimsWe will advance defence costs as and when they are incurred by you. This includes defence costs incurred on your behalf where you are alleged to have committed or condoned a dishonest or fraudulent act or omission, but we will not pay defence costs incurred on your behalf after the earlier of1 you admitting to us that you committed or

condoned that dishonest or fraudulent act or omission

2 a court or other judicial body finding that you were in fact guilty of that dishonest or fraudulent act or omission.

Each of you who admit to us that they committed or condoned a dishonest or fraudulent act or omission, or against whom there is a finding by a court or other judicial body that such person was in fact guilty of that dishonest or fraudulent act or omission, must reimburse us any defence costs that we advanced on your behalf.All claims that come from the same act, error or omission or series of acts, errors or omissions, as a result of, or arising directly or indirectly from, the same source or original cause, will be regarded as one claim.If we cover more than one person, firm, company or organisation, our liability to all, as a result of one claim, will not be more than the limit of indemnity.We have the right, but not the obligation, to take control of any claim and conduct the investigation, settlement or defence in your name. If we think it is necessary we will appoint our adjuster, solicitor or other appropriate person to deal with the claim. If you ask us, we may agree to appoint your solicitor, but only on a similar fee basis as our solicitor and only for work done with our prior written approval.

You will be entitled to any and all information and documentation regarding the defence, investigation or settlement of any claim and the investigation into any claim circumstances as you may reasonably request from us.Proceedings will only be defended if there is a reasonable prospect of success and taking into account the commercial considerations of the costs of defence.If you disagree with our proposed course of action for any legal proceedings (whether defence or prosecution), then you or we may refer the matter to a Queen’s Counsel of the English Bar, or equivalent in Scotland or Ireland as applicable, to be mutually agreed between you and us. If you and we cannot agree on the Queen’s Counsel to be appointed then the Queen’s Counsel will be appointed by the President of the Institute of Chartered Accountants in England and Wales/of Scotland/in Ireland as applicable. The Queen’s Counsel’s decision on how the legal proceedings should be handled and on whether you or we should pay for the Queen’s Counsel’s costs will be binding on you and us. In resolving this dispute, the Queen’s Counsel will have consideration for the interests of you and us.Any amount payable by us under this policy in respect of your liability to a claimant will be paid only to the claimant, or to where the claimant tells us. We agree we will not set off any amounts that are payable under this policy against any payment due to us from you, including any payment of premium or any payment due to us by way of reimbursement. This does not apply to the excess, which we may set off against any payment.

What is not coveredDishonesty and fraud exclusionWe will not cover any claim directly or indirectly involving dishonesty or fraud committed by you other than as stated in the Dishonesty and fraud cover on page 11.

Excess exclusionWe will not pay the excess shown in your schedule. Regardless of what excess amount is shown in your schedule, the maximum excess amount will not exceed the maximum amount permitted in line with the relevant provisions

8

of the Professional Indemnity Insurance Regulations of the Institute of Chartered Accountants in England and Wales/of Scotland/in Ireland as applicable in force at the start of the period of insurance.The excess does not apply to defence costs, unless the claim arises from the conduct of professional business that required authorisation by the Financial Services Authority.The excess does not apply to Loss of documents cover, Court attendance costs cover or to Ombudsman awards cover.You will only pay one excess for claims from the same act, error or omission (or series of acts, errors or omissions) that arise directly or indirectly from the same source or original cause.

Extended liability exclusionWe will not cover any claim arising out of extended liability.

Failure of investments exclusionWe will not cover any claim arising out of the provision of any express or implied warranty or guarantee relating to the financial return of any investment or portfolio of investments.

Fines and penalties exclusionWe will not cover any fines, penalties, punitive, multiple, aggravated or exemplary damages awarded against you.This exclusion will not apply to any claim relating to actual or alleged defamation committed by you in the course of your professional business.This exclusion will not apply in respect of any ombudsman award.

Goods supplied exclusionWe will not cover any claim arising out of the supply of any goods by you, or products manufactured, constructed, altered, repaired, treated, sold, supplied or distributed by you.This exclusion will not apply to1 any computer software that is not

packaged software2 any amendments or adaptations of

packaged software made by you or on your behalf.


14



Injury exclusionWe will not cover1 any claim arising out of injury of any

employee arising in the course of their employment with you

2 any claim arising out of injury unless it was directly arising from a breach of duty committed by you in the course of your professional business.

North American jurisdiction exclusionWe will not cover any claim instituted or pursued1 within the United States of America or

Canada or any territories which come within the jurisdiction of the United States of America or Canada or in which it is contended that the laws of the United States of America or Canada should apply

2 to enforce a judgment obtained in any Court of the United States of America or Canada or any territories, which come within the jurisdiction of the United States of America or Canada.

Ombudsman awards exclusionWe will not cover any ombudsman awards other than as stated in the Ombudsman awards cover on page 12.

Pollution exclusionWe will not cover any claim directly or indirectly involving or connected with pollution unless it was directly arising from a breach of duty committed by you in the course of your professional business.

Previous claims exclusionWe will not cover any claim or claim circumstance1 that has been notified under any other policy

before the start of this policy2 that you were aware of or should have been

aware of before the start of this policyother than as stated in the Fair presentation of risk condition on page 6.

Property damage exclusionWe will not cover any claim for loss of or damage to property unless arising directly from a breach of duty committed by you in the course of your professional business.

Property ownership or use exclusionWe will not cover any claim arising from the ownership, possession, leasing or use of any land or building structure or any other property or goods whether mobile or immobile.

Radioactive contamination exclusionWe will not cover any claim arising directly or indirectly from1 ionising radiation or contamination by

radioactivity from any irradiated nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel

2 the radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or its nuclear component.

Terrorist act exclusionWe will not cover any claim directly or indirectly involving any terrorist act.

Trading losses exclusionWe will not cover any claim arising out of trading losses or trading liabilities incurred by you or any of your businesses.This exclusion will not apply to any claim made against you for negligence in the normal course of your conduct of any receivership or procedures under1 the Insolvency Act 1986, or2 the Insolvency (Northern Ireland) Order

1989, or3 in the Republic of Ireland any receivership or

insolvency procedures under the Companies Acts 1963 to 2005 or the Bankruptcy Act 1988 or any amendment or re-enactment of them.

Section conditionsThese conditions of cover only apply to this section. You must comply with the following conditions to have the full protection of your policy. Conditions may specify circumstances whereby non-compliance will mean that you will not receive payment for a claim. However you will not be covered and we will not pay your claim if you are unable to prove that the non-compliance with these conditions could not have increased the risk of the loss which actually occurred in the circumstances in which it occurred.If you are unsure about any of these conditions or whether you need to notify us about any matter, please contact us.

Admission of liability conditionIn the event of a claim circumstance, you must not1 admit liability2 incur any defence costs3 make any offers of settlement4 otherwise prejudice the conduct of

defence or settlement of that claim or claim circumstance

without first obtaining our written approval. This applies regardless of any complaint handling procedure or if the amount in dispute is less than your excess.

Arbitration conditionIn the event of any dispute between you and us relating to this policy, the matter will be referred to arbitration before a sole arbitrator, who is to be mutually agreed upon by you and us, or, failing agreement, to be appointed by the President of the Institute of Chartered Accounts in England and Wales/of Scotland/in Ireland, as applicable. The decision of that arbitrator will be final and binding on you and us.In the event of any dispute concerning what we will cover (including a dispute about which policy period a claim or claim circumstances might fall to be dealt with) between us and any other insurer(s) who insured you in a previous period, you and we agree that we will advance



15

Property damage exclusionWe will not cover any claim for loss of or damage to property unless arising directly from a breach of duty committed by you in the course of your professional business.

Property ownership or use exclusionWe will not cover any claim arising from the ownership, possession, leasing or use of any land or building structure or any other property or goods whether mobile or immobile.

Radioactive contamination exclusionWe will not cover any claim arising directly or indirectly from1 ionising radiation or contamination by

radioactivity from any irradiated nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel

2 the radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or its nuclear component.

Terrorist act exclusionWe will not cover any claim directly or indirectly involving any terrorist act.

Trading losses exclusionWe will not cover any claim arising out of trading losses or trading liabilities incurred by you or any of your businesses.This exclusion will not apply to any claim made against you for negligence in the normal course of your conduct of any receivership or procedures under1 the Insolvency Act 1986, or2 the Insolvency (Northern Ireland) Order

1989, or3 in the Republic of Ireland any receivership or

insolvency procedures under the Companies Acts 1963 to 2005 or the Bankruptcy Act 1988 or any amendment or re-enactment of them.


Admission of liability conditionIn the event of a claim circumstance, you must not1 admit liability2 incur any defence costs3 make any offers of settlement4 otherwise prejudice the conduct of

defence or settlement of that claim or claim circumstance

without first obtaining our written approval. This applies regardless of any complaint handling procedure or if the amount in dispute is less than your excess.

Arbitration conditionIn the event of any dispute between you and us relating to this policy, the matter will be referred to arbitration before a sole arbitrator, who is to be mutually agreed upon by you and us, or, failing agreement, to be appointed by the President of the Institute of Chartered Accounts in England and Wales/of Scotland/in Ireland, as applicable. The decision of that arbitrator will be final and binding on you and us.In the event of any dispute concerning what we will cover (including a dispute about which policy period a claim or claim circumstances might fall to be dealt with) between us and any other insurer(s) who insured you in a previous period, you and we agree that we will advance

defence costs and cover you in accordance with ‘What is covered’ above pending resolution of that dispute.

Breach of Claim notification condition or Claim circumstance conditionIf you do not comply with the Claim notification condition or the Claim circumstance condition and if you can satisfy us that you had no intention to deceive or mislead us we will not use our right to void the policy or refuse to pay that claim.If, however, this affects our ability to handle or settle a claim or claim circumstance, we will reduce the amount we pay to the figure we reasonably believe would have been payable had our ability to handle or settle it not been affected. This does not affect any other condition in this policy.

Claim circumstance conditionYou must tell us in writing as soon as possible within the period of insurance about claim circumstances.When telling us about claim circumstances, you must give to us full details including but not limited to 1 a description of the claim circumstance2 the nature of the alleged act, error or

omission leading to the claim circumstances and the date it was committed

3 the nature of the alleged damage4 the names of the actual or potential

claimants and defendants, and5 the manner in which you first became aware

of the claim circumstance.If claim circumstances lead to a claim after the period of insurance has ended, that claim will be deemed to have been made against you during the period of insurance, provided that you told us in accordance with the requirements of this condition.

Claim control and co-operation conditionYou must give us all information and assistance that we reasonably require and that is in your power to provide.


16

Professional indemnity section continued


You must co-operate with us and anyone appointed on our behalf by1 providing any information, assistance,

signed statements or depositions as we may require to comply with any Civil Procedure Rules, Practice directions and Pre-Action Protocols as may be issued

2 assisting to present the best possible defence to a claim

3 ensuring access to any information that we or our representatives may require in the defence of a claim or the investigation of any claim circumstance, whether or not that information may be privileged

4 provide us with any and all information that will allow us to determine our liability under this policy

5 making payment on demand of your excess in order to comply with the terms of any settlement we have agreed

6 providing any information, assistance, signed statements or depositions as we may require to exercise our rights of subrogation

7 ensuring that all documents of any description relevant to any claim or claim circumstance are preserved and complete.

Claim notification conditionYou must tell us in writing as soon as possible and in any event within 10 days of the end of the period of insurance about any claim against you irrespective of your views as to the validity of that claim.We will not pay your claim where you have not complied with this condition.

Loss of documents notification conditionYou must tell us as soon as possible and within the period of insurance if you discover any loss or damage to your own documents.If you do not comply with this condition, we have the right to refuse to pay costs and expenses for restoration or replacement of documents.

ICAEW, ICAS and/or ICAI Difference in conditionsThe insurance provided by your policy shall, notwithstanding any policy wording to the contrary, be, in each and every respect and in respect of each and every claim and in the aggregate, no less favourable and provide no less protection to you than the Approved Minimum Wording (as defined in the Regulations in force at the inception of the policy and on any renewal of the policy at the date of such renewal).If the insurance offered by your policy exceeds that provided by the Approved Minimum Wording then, notwithstanding any policy wording to the contrary, the sum insured in respect of that additional indemnity shall be in addition to the sum insured in respect of the indemnity provided by the Approved Minimum Wording. However the additional indemnity will only operate when any insurance excess of the primary insurance has been exhausted by reason of claims.In any dispute as to whether the insurance under your policy is in any respect or in the aggregate less favourable or gives less protection to you than the Approved Minimum Wording would do, a sole arbitrator (irrespective of the number of parties to the dispute) who shall be agreed between us and you or failing such agreement shall be selected at the request of either us or you by the current President of the Institute of Chartered Accountants in England and Wales/ of Scotland/in Ireland (as applicable) shall be appointed to resolve the dispute in accordance with the Arbitration Act 1996. The Arbitrator’s decision (which will be based on English law unless the relevant Member’s principal place of business is in Scotland, Northern Ireland or the Republic of Ireland, in which case the law of Scotland, Northern Ireland or the Republic of Ireland as the case may be will apply), shall be binding on both us and you.

Employers liability section

Contents of this sectionMeanings of defined terms 17What is covered 18Limit of cover 20What is not covered 20Section condition 20


17

Professional indemnity section continued

ICAEW, ICAS and/or ICAI Difference in conditionsThe insurance provided by your policy shall, notwithstanding any policy wording to the contrary, be, in each and every respect and in respect of each and every claim and in the aggregate, no less favourable and provide no less protection to you than the Approved Minimum Wording (as defined in the Regulations in force at the inception of the policy and on any renewal of the policy at the date of such renewal).If the insurance offered by your policy exceeds that provided by the Approved Minimum Wording then, notwithstanding any policy wording to the contrary, the sum insured in respect of that additional indemnity shall be in addition to the sum insured in respect of the indemnity provided by the Approved Minimum Wording. However the additional indemnity will only operate when any insurance excess of the primary insurance has been exhausted by reason of claims.In any dispute as to whether the insurance under your policy is in any respect or in the aggregate less favourable or gives less protection to you than the Approved Minimum Wording would do, a sole arbitrator (irrespective of the number of parties to the dispute) who shall be agreed between us and you or failing such agreement shall be selected at the request of either us or you by the current President of the Institute of Chartered Accountants in England and Wales/ of Scotland/in Ireland (as applicable) shall be appointed to resolve the dispute in accordance with the Arbitration Act 1996. The Arbitrator’s decision (which will be based on English law unless the relevant Member’s principal place of business is in Scotland, Northern Ireland or the Republic of Ireland, in which case the law of Scotland, Northern Ireland or the Republic of Ireland as the case may be will apply), shall be binding on both us and you.

Employers liability section

Your schedule will show if this section is covered.

Meanings of defined termsYou can find the meanings for words in bold blue on page 4. There are some words that may only appear in this section or are defined differently and their meanings are shown here.

Additional persons insured1 The personal representative of any deceased

person entitled to the cover provided by this section but only in respect of liability incurred by the deceased person.

2 At your requesta any principal for whom you are

completing a contract for the performance of work, to the extent required by the contract conditions

b any director or employed person of yours in connection with the business

c any officer or member whilst undertaking their duties in connection with your

i canteen, sports, social, educational or welfare organisations

ii fire, security, first aid, medical or ambulance services

d any director or officer of yours for whom private work is undertaken by any employed person, with your prior consent.

Bodily injuryDeath, bodily injury, illness or disease.

Claim costsCosts and expenses1 of any claimant which you or any of the

additional persons insured become legally liable to pay

2 incurred with our prior written consent, to investigate or defend a claim against you or any of the additional persons insured and this will include solicitors fees at

a any coroner’s inquest or fatal accident inquiry

b summary court proceedings.

Contents of this sectionMeanings of defined terms 17What is covered 18Limit of cover 20What is not covered 20Section condition 20


18

Employers liability section continued Employers liability section continued


Contractual liabilityLegal liability assumed by you under the express or intended terms of any contract or agreement that restrict your right of recovery, or increase your legal liability beyond that applicable in the absence of those terms.

Employed personAnyone1 under a contract of service or apprenticeship

with you2 who is

a employed by you or for you on a labour only basis

b self employedc hired to you or borrowed by you from

another employerd a voluntary helper or taking part in a

work experience or training schemeand under your control or supervision.


Manslaughter costsCosts and expenses of legal representation in connection with any criminal inquiry into, or court proceedings brought for manslaughter, corporate manslaughter, corporate homicide or culpable homicide.

OffshoreOn or working from, or travelling by sea or air, to from or between an offshore rig, platform or similar offshore installation.

Safety legislation costsCosts and expenses of legal representation in connection with an alleged breach of statutory duty under Health and Safety legislation enacted with the policy territories.

What is coveredWe will pay the amount of damages which you, or any of the additional persons insured, are legally liable to pay as a result of accidental bodily injury to any employed person caused during the period of insurance in connection with the business.

Claim costs coverWe will pay claim costs in connection with a claim for which an award of damages is paid or may be payable under this section, but we will not cover claim costs for any part of a claim not covered by this section.

Compensation for court attendance coverWe will compensate you at the rate of £250 per day, for each day that we request any director, partner or employed person to attend court as a witness in connection with a claim, for which an award of damages is paid or may be payable under this section.

Injury to working partners coverIf you are a working partner the cover will apply as though you were an employed person as long as1 bodily injury is sustained while you are

working in connection with the business2 bodily injury is caused by another partner

or employed person while working in connection with the business

3 you have a valid right of action for negligence against the other partner or employed person.

Manslaughter costs coverWe will pay for manslaughter costs as a result of any death occurring during the period of insurance, in circumstances where there is also a claim or potential claim against you or any of the additional persons insured for damages covered by this section.You must obtain our prior consent to legal representation and we will only agree to payment on a fee basis agreed by us.

3 If a claim for damages is settled or withdrawn, we will have no further liability other than for costs and expenses of legal representation incurred before the date of the claim payment or withdrawal of the claim.If at any time a claim for damages remains unsettled and you wish to appeal against conviction, we will agree to costs and expenses of legal representation if, in the opinion of Counsel (appointed by mutual consent), such an appeal is likely to succeed and the total amount of damages and claimants costs are likely to exceed the total cost of legal representation.If we have consented to legal representation at court proceedings, we will also pay the legal costs of prosecution awarded against you in connection with the proceedings.The most we will pay for manslaughter costs and costs awarded against you, or any person entitled to cover under this section, in total, as a result of all occurrences, during any one period of insurance, is £1,000,000.We will not cover1 fines, penalties or awards of compensation

imposed by a criminal court2 costs and expenses of implementing any

remedial order or publicity order3 costs and expenses of an appeal against any

fine, penalty, compensation award, remedial order or publicity order

4 costs and expenses incurred as a result of the failure to comply with any remedial order or publicity order

5 costs and expenses insured by any other policy

6 costs and expenses of any investigation or prosecution brought other than under the laws of the policy territories.

Safety legislation costs coverWe will pay for safety legislation costs as a result of any bodily injury occurring during the period of insurance, in circumstances where there is also a claim or potential claim against you or any of the additional persons insured, for damages covered by this section.


Employers liability section continued Employers liability section continued

19

What is coveredWe will pay the amount of damages which you, or any of the additional persons insured, are legally liable to pay as a result of accidental bodily injury to any employed person caused during the period of insurance in connection with the business.

Claim costs coverWe will pay claim costs in connection with a claim for which an award of damages is paid or may be payable under this section, but we will not cover claim costs for any part of a claim not covered by this section.


Injury to working partners coverIf you are a working partner the cover will apply as though you were an employed person as long as1 bodily injury is sustained while you are

working in connection with the business2 bodily injury is caused by another partner

or employed person while working in connection with the business

3 you have a valid right of action for negligence against the other partner or employed person.

Manslaughter costs coverWe will pay for manslaughter costs as a result of any death occurring during the period of insurance, in circumstances where there is also a claim or potential claim against you or any of the additional persons insured for damages covered by this section.You must obtain our prior consent to legal representation and we will only agree to payment on a fee basis agreed by us.

3 If a claim for damages is settled or withdrawn, we will have no further liability other than for costs and expenses of legal representation incurred before the date of the claim payment or withdrawal of the claim.If at any time a claim for damages remains unsettled and you wish to appeal against conviction, we will agree to costs and expenses of legal representation if, in the opinion of Counsel (appointed by mutual consent), such an appeal is likely to succeed and the total amount of damages and claimants costs are likely to exceed the total cost of legal representation.If we have consented to legal representation at court proceedings, we will also pay the legal costs of prosecution awarded against you in connection with the proceedings.The most we will pay for manslaughter costs and costs awarded against you, or any person entitled to cover under this section, in total, as a result of all occurrences, during any one period of insurance, is £1,000,000.We will not cover1 fines, penalties or awards of compensation







Safety legislation costs coverWe will pay for safety legislation costs as a result of any bodily injury occurring during the period of insurance, in circumstances where there is also a claim or potential claim against you or any of the additional persons insured, for damages covered by this section.

You must obtain our prior consent to legal representation and we will only agree to payment on a fee basis agreed by us.If a claim for damages is settled or is withdrawn we will have no further liability other than for costs and expenses of legal representation incurred before the date of the claim payment or withdrawal of the claim.If at any time a claim for damages remains unsettled and you wish to appeal against conviction, we will agree to costs and expenses of legal representation if, in the opinion of Counsel (appointed by mutual consent), such an appeal is likely to succeed and the total amount of damages and claimants costs are likely to exceed the total cost of legal representation.If we have consented to legal representation at court proceedings, we will also pay the legal costs of prosecution awarded against you in connection with the proceedings.The most we will pay for safety legislation costs and costs awarded against you, or any person entitled to cover under this section, in total, as a result of all occurrences, during any one period of insurance, is £1,000,000.We will not cover1 fines, penalties or awards of compensation

imposed by a criminal court2 costs and expenses of an appeal against

improvement or prohibition notices3 costs and expenses on indictment for

manslaughter, corporate manslaughter, corporate homicide or culpable homicide, other than safety legislation costs already incurred




20

Employers liability section continued


Public liability section

Unsatisfied court judgements coverWe will at your request pay an employed person or their personal representative the amount of any award to that person as a result of a judgement which has been obtained for bodily injury against any company, partnership or individual conducting a business within the policy territories and which remains unpaid six months after the date of the judgement.We will only provide cover if1 there is no outstanding appeal2 the bodily injury was sustained during

the period of insurance by the employed person while working in connection with the business

3 the judgement was obtained in a court within the policy territories

4 the employed person or their personal representative assigns the judgement to us.

Limit of coverThe most we will pay for the total of all damages and claims costs is the limit of indemnity A or B shown in your schedule and will apply to any one claim or series of claims by one or more of the employed persons arising from one occurrence.Limit of indemnity A will apply unless the occurrence arises directly or indirectly in connection with terrorist act.Limit of indemnity B will apply to any occurrence arising directly or indirectly in connection with terrorist act.As a result of any claim or claims, we may at any time pay the limit of indemnity, after deducting any amounts already paid, or any lesser amount for which a settlement can be made. We will not then be liable to make any further payment as a result of the claim or claims.

What is not coveredForeign work exclusionWe will not cover legal liability arising outside the policy territories, except in respect of temporary visits elsewhere, by persons ordinarily resident within the policy territories, where no manual work is involved.

8

Offshore exclusionWe will not cover legal liability as a result of bodily injury to any employed person while offshore.

Radioactive contamination exclusionWe will not cover any claims caused by or arising from any type of nuclear radiation, nuclear material, nuclear waste, nuclear reaction or radioactive contamination in respect of1 contractual liability2 the liability of any principal for whom you

are completing a contract.

Road Traffic Act exclusionWe will not cover legal liability for bodily injury to an employed person in circumstances where it is necessary to arrange compulsory motor insurance or security, under any Road Traffic Legislation.

Section conditionThis condition applies only to this section. You must comply with the following condition to have the full protection of your policy. Conditions may specify circumstances whereby non-compliance will mean that you will not receive payment for a claim. However you will be covered and we will pay your claim if you are able to prove that the non-compliance with this conditions could not have increased the risk of the loss which actually occurred in the circumstances in which it occurred.If you are unsure about this condition or whether you need to notify us about any matter, please contact us.

Right of recovery conditionThe cover provided under this section is in line with any law relating to the compulsory insurance of liability to persons employed within the policy territories. You must repay to us all amounts we pay which we would not have been liable to pay but for the law.

Contents of this sectionMeanings of defined terms 21What is covered 22Limit of cover 25What is not covered 25


21

Employers liability section continued Public liability section



Additional persons insured1 The personal representative of any deceased

person entitled to the cover provided by this section.

2 At your requesta any principal for whom you are

completing a contract for the performance of work, to the extent required by the contract conditions

b any director or employed person of yours in connection with the business

c any officer or member whilst undertaking their duties in connection with youri canteen, sports, social, educational

or welfare organisationsii fire, security, first aid, medical or

ambulance servicesd any director or officer of yours for

whom private work is undertaken by any employed person, with your prior consent.

AsbestosAsbestos in any form, asbestos fibres or particles or derivatives of asbestos or any material containing asbestos.

Bodily injuryDeath, bodily injury, illness or disease.

Claim costsCosts and expenses1 of any claimant which you or any of the

additional persons insured become legally liable to pay

Offshore exclusionWe will not cover legal liability as a result of bodily injury to any employed person while offshore.

Radioactive contamination exclusionWe will not cover any claims caused by or arising from any type of nuclear radiation, nuclear material, nuclear waste, nuclear reaction or radioactive contamination in respect of1 contractual liability2 the liability of any principal for whom you

are completing a contract.

Road Traffic Act exclusionWe will not cover legal liability for bodily injury to an employed person in circumstances where it is necessary to arrange compulsory motor insurance or security, under any Road Traffic Legislation.

Section conditionThis condition applies only to this section. You must comply with the following condition to have the full protection of your policy. Conditions may specify circumstances whereby non-compliance will mean that you will not receive payment for a claim. However you will be covered and we will pay your claim if you are able to prove that the non-compliance with this conditions could not have increased the risk of the loss which actually occurred in the circumstances in which it occurred.If you are unsure about this condition or whether you need to notify us about any matter, please contact us.

Right of recovery conditionThe cover provided under this section is in line with any law relating to the compulsory insurance of liability to persons employed within the policy territories. You must repay to us all amounts we pay which we would not have been liable to pay but for the law.

Contents of this sectionMeanings of defined terms 21What is covered 22Limit of cover 25What is not covered 25


22

Public liability section continued Public liability section continued


Claims costs coverWe will pay claim costs in connection with a claim for which an award of damages is paid or may be payable under this section, but we will not cover claim costs for any part of a claim not covered by this section.


Contingent motor liabilities coverWe will pay the amount of damages for which you are liable by law and claim costs as a result of accidental1 bodily injury2 loss of or damage to material property not

owned or held in trust by you or in your custody or control

occurring during the period of insurance and arising out of

a the use by an employed person of their own motor vehicle within the European Union

b the movement of any motor vehicle, not owned by, or provided by you, or an employed person that is preventing access to, or causing an obstruction within your premises or any site at which you are working.

The Road Traffic Act exclusion in this section does not apply to this cover provided that we will not make any payment

i for loss of or damage to any motor vehicle referred to in a or b above

ii unless the motor vehicle is being driven with your permission and you have taken reasonable steps to ensure that the person driving holds a valid licence to drive the motor vehicle

iii where cover is provided by another insurance policy.

2 incurred with our prior written consent, to investigate or defend a claim against you or any of the additional persons insured and this will include solicitors fees ata any coroner’s inquest or fatal accident

inquiryb summary court proceedings.

Contractual liabilityLegal liability assumed by you under the express or intended terms of any contract or agreement that restrict your right of recovery, or increase your legal liability beyond that applicable in the absence of those terms.

Electronic dataFacts, concepts or information in a form usable for communications, interpretation or processing by electronic, electromechanical data processing or electronically controlled equipment and this includes programmes, software, firmware, operating systems or other coded instructions for the processing or manipulation of data.

Employed personAnyone1 under a contract of service or apprenticeship

with you2 who is

a employed by you or for you on a labour only basis

b self employedc hired to you or borrowed by you from

another employerd a voluntary helper or taking part in a

work experience or training schemeand under your control or supervision.

EventClaim or series of claims against you or the additional persons insured as a result of or attributable to a single source or the same original, repeated or continuing cause.



OffshoreOn or working from, or travelling by sea or air, to, from or between an offshore rig, platform or similar offshore installation.

Pollution or contaminationPollution or contamination of buildings or other structures or of water, land or the atmosphere.Loss, damage or bodily injury directly or indirectly caused by the pollution or contamination.

Safety legislation costsCosts and expenses of legal representation in connection with an alleged breach of statutory duty under Health and Safety, Consumer Protection or Food Safety legislation enacted within the policy territories.

What is coveredWe will pay the amount of damages which you, or any of the additional persons insured, are legally liable to pay as a result of accidental1 bodily injury to any person2 loss of or damage to material property3 obstruction, trespass, nuisance or

interference with any right of way, air, light or water

4 wrongful arrest, detention, imprisonment or eviction of any person or invasion of the right of privacy

occurring during the period of insurance in connection with the business.

3



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Claims costs coverWe will pay claim costs in connection with a claim for which an award of damages is paid or may be payable under this section, but we will not cover claim costs for any part of a claim not covered by this section.


Contingent motor liabilities coverWe will pay the amount of damages for which you are liable by law and claim costs as a result of accidental1 bodily injury2 loss of or damage to material property not

owned or held in trust by you or in your custody or control

occurring during the period of insurance and arising out of

a the use by an employed person of their own motor vehicle within the European Union

b the movement of any motor vehicle, not owned by, or provided by you, or an employed person that is preventing access to, or causing an obstruction within your premises or any site at which you are working.

The Road Traffic Act exclusion in this section does not apply to this cover provided that we will not make any payment

i for loss of or damage to any motor vehicle referred to in a or b above

ii unless the motor vehicle is being driven with your permission and you have taken reasonable steps to ensure that the person driving holds a valid licence to drive the motor vehicle

iii where cover is provided by another insurance policy.

Cross liabilities coverAny person, firm, company or organisation is entitled to the cover provided by this section, as if a separate policy had been issued to each, but the total amount payable by us on behalf of all, will not exceed the limit of indemnity in any circumstances.

Data protection coverWe will cover the amount of compensation which you are legally liable to pay in respect of damage or distress occurring during the period of insurance, arising from holding personal data, or, as a result of any loss, misuse or unauthorised disclosure of personal data held by you in the course of the business.We will only pay1 amounts of compensation which you

are ordered to pay, or which you might reasonably be expected to pay by a court having jurisdiction

2 if you are registered or are in the process of registration (and the application has not been refused or withdrawn) under Data Protection legislation

within the policy territories.We will not cover1 fines or penalties imposed by a court2 the costs of any appeal against the refusal

of an application for registration or alteration, in connection with the Data Protection legislation or any enforcement, de-registration or prohibition notice

3 the cost of replacing, reinstating, rectifying or erasing any personal data

4 refund of monies paid to you by any claimant 5 claims caused by or arising from any

deliberate act, error or omission where the results are intended or expected, or are reasonably foreseeable by you

6 liability for which cover is provided under any other more specific insurance.

The maximum we will pay for compensation, costs and expenses in total, as a result of all occurrences during any one period of insurance, is £1,000,000.



OffshoreOn or working from, or travelling by sea or air, to, from or between an offshore rig, platform or similar offshore installation.

Pollution or contaminationPollution or contamination of buildings or other structures or of water, land or the atmosphere.Loss, damage or bodily injury directly or indirectly caused by the pollution or contamination.

Safety legislation costsCosts and expenses of legal representation in connection with an alleged breach of statutory duty under Health and Safety, Consumer Protection or Food Safety legislation enacted within the policy territories.

What is coveredWe will pay the amount of damages which you, or any of the additional persons insured, are legally liable to pay as a result of accidental1 bodily injury to any person2 loss of or damage to material property3 obstruction, trespass, nuisance or

interference with any right of way, air, light or water

4 wrongful arrest, detention, imprisonment or eviction of any person or invasion of the right of privacy

occurring during the period of insurance in connection with the business.

3


24



You must obtain our prior consent to legal representation and we will only agree to payment on a fee basis agreed by us.If a claim for damages is settled or is withdrawn we will have no further liability other than for costs and expenses of legal representation incurred before the date of the claim payment or withdrawal of the claim.If at any time a claim for damages remains unsettled and you wish to appeal against conviction, we will agree to costs and expenses of legal representation if, in the opinion of Counsel (appointed by mutual consent), such an appeal is likely to succeed and the total amount of damages and claimants costs are likely to exceed the total cost of legal representation.If we have consented to legal representation at court proceedings we will also pay the legal costs of prosecution awarded against you in connection with the proceedings.The most we will pay for safety legislation costs and costs awarded against you, or any person entitled to cover under this section, in total, as a result of all occurrences, during any one period of insurance, is £1,000,000.We will not cover1 fines, penalties or awards of compensation






Defective Premises Act coverWe will pay the amount of damages for which you are liable by law and claim costs as a result of accidental bodily injury or loss of or damage to material property occurring during the period of insurance, arising out of premises you have disposed of but had previously owned in connection with the business.We will not cover loss of or damage to the land or premises disposed of or in connection with the cost of rectifying any defect or alleged defect in them.We will not cover any liability for which you are covered under any other insurance policy.

Manslaughter costs coverWe will pay for manslaughter costs as a result of any death occurring during the period of insurance, in circumstances where there is also a claim or potential claim against you or any of the additional persons insured for damages covered by this section.You must obtain our prior consent to legal representation and we will only agree to payment on a fee basis agreed by us.If a claim for damages is settled or withdrawn, we will have no further liability other than for costs and expenses of legal representation incurred before the date of the claim payment or withdrawal of the claim.If at any time a claim for damages remains unsettled and you wish to appeal against conviction, we will agree to costs and expenses of legal representation if, in the opinion of Counsel (appointed by mutual consent), such an appeal is likely to succeed and the total amount of damages and claimants costs are likely to exceed the total cost of legal representation.If we have consented to legal representation at court proceedings, we will also pay the legal costs of prosecution awarded against you in connection with the proceedings.The most we will pay for manslaughter costs and costs awarded against you, or any person entitled to cover under this section, in total, as a result of all occurrences, during any one period of insurance, is £1,000,000.

We will not cover1 fines, penalties or awards of compensation







Personal liability coverAt your request, we will pay the amount of damages for which any of your directors, partners or employed persons or their spouse or children are liable by law and claim costs, as a result of accidental1 bodily injury2 loss of or damage to material property, not

owned by or held in trust by you or them, or in your or their custody or control

occurring during the period of insurance, incurred in a personal capacity during temporary visits anywhere in the world in connection with the business, other than

a arising out of the ownership or occupation of land or buildings

b where cover is provided under any other insurance

c in circumstances which a policy or section exclusion applies.

Safety legislation costs coverWe will pay for safety legislation costs as a result of any bodily injury or loss of or damage to material property occurring during the period of insurance, in circumstances where there is also a claim or potential claim against you or any of the additional persons insured, for damages covered by this section.



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You must obtain our prior consent to legal representation and we will only agree to payment on a fee basis agreed by us.If a claim for damages is settled or is withdrawn we will have no further liability other than for costs and expenses of legal representation incurred before the date of the claim payment or withdrawal of the claim.If at any time a claim for damages remains unsettled and you wish to appeal against conviction, we will agree to costs and expenses of legal representation if, in the opinion of Counsel (appointed by mutual consent), such an appeal is likely to succeed and the total amount of damages and claimants costs are likely to exceed the total cost of legal representation.If we have consented to legal representation at court proceedings we will also pay the legal costs of prosecution awarded against you in connection with the proceedings.The most we will pay for safety legislation costs and costs awarded against you, or any person entitled to cover under this section, in total, as a result of all occurrences, during any one period of insurance, is £1,000,000.We will not cover1 fines, penalties or awards of compensation






Limit of coverThe most we will pay for the total of all damages arising from one event is the limit of indemnity.The limit of indemnity is also the most we will pay for all damages as a result of all occurrences during any one period of insurance caused by or originating from1 pollution and contamination or2 terrorist act.If we cover more than one person, firm, company or organisation, our liability to all, as a result of one event, will not be more than the limit of indemnity.We will pay claim costs in addition to the limit of indemnity.As a result of any claim or claims we may at any time, pay the limit of indemnity, after deducting any amounts already paid, or any lesser amount for which a settlement can be made. We will not then be liable to make any further payment, except for claim costs incurred before the date of the claim payment.

What is not coveredAircraft and watercraft exclusionWe will not cover legal liability arising from you owning, possessing or using any1 aircraft2 watercraft or hovercraft (except watercraft

less than eight metres in length or any hand propelled boat or pontoon).

Airside exclusionWe will not cover legal liability arising in connection with work undertaken in or on1 aircraft or watercraft2 airport or aerodrome runways, manoeuvring

areas or aprons, or those parts of airports or aerodromes to which aircraft ordinarily have access.

8

We will not cover1 fines, penalties or awards of compensation







Personal liability coverAt your request, we will pay the amount of damages for which any of your directors, partners or employed persons or their spouse or children are liable by law and claim costs, as a result of accidental1 bodily injury2 loss of or damage to material property, not

owned by or held in trust by you or them, or in your or their custody or control

occurring during the period of insurance, incurred in a personal capacity during temporary visits anywhere in the world in connection with the business, other than

a arising out of the ownership or occupation of land or buildings

b where cover is provided under any other insurance

c in circumstances which a policy or section exclusion applies.

Safety legislation costs coverWe will pay for safety legislation costs as a result of any bodily injury or loss of or damage to material property occurring during the period of insurance, in circumstances where there is also a claim or potential claim against you or any of the additional persons insured, for damages covered by this section.


26



But we will cover1 premises which are leased, let, rented, hired

or lent to you, as long as a tenancy or other agreement does nota result in contractual liabilityb say that loss or damage must be insured

under a property insurance policy arranged by you or on your behalf

2 premises including contents which are not owned or rented by you, where you are temporarily carrying out work in connection with the business

3 employed persons or visitors vehicles or effects while on your premises.

Radioactive contamination exclusionWe will not cover any claims directly or indirectly caused by or contributed to by, or resulting or arising from any type of nuclear radiation, nuclear material, nuclear waste, nuclear reaction or radioactive contamination.

Recall or refunds exclusionWe will not cover loss or expenditure incurred by anyone in recalling, modifying, disposing of or making a refund for goods or materials supplied or used.

Rectification of defects exclusionWe will not cover1 the cost or value of any defective, harmful

or unsuitable goods, materials or work, process or other operation supplied, used or undertaken

2 expenditure incurred by anyone ina investigating or providing a remedy forb removing, reinstating, replacing,

reapplying or rectifyingany defective, harmful or unsuitable goods, materials or work, process or other operation supplied, used or undertaken.

Asbestos exclusionWe will not cover legal liability in any way arising from or contributed to by1 inhalation or ingestion of asbestos2 exposure to or fear of the consequences of

exposure to asbestos3 the presence of asbestos in any property or

on land4 investigating, managing, removing,

controlling or remediation of asbestos.

Contractual liability exclusionWe will not cover contractual liability, liquidated damages or any contractual fines or amounts payable under penalty clauses.

Damage to goods supplied, own or completed works exclusionWe will not cover loss of or damage to goods or materials supplied or for use by you, or any work, process or other operation that you or anyone on your behalf are carrying out or have completed. This exclusion will not apply to goods or materials or any work, process or other operation previously supplied, used, carried out or completed under a separate contract.

Design and advice and treatment exclusionWe will not cover legal liability arising from1 advice, instruction, consultancy, design,

formula, specification, inspection, certification or testing undertaken or given for a fee

2 physical, mental or cosmetic treatment of any person (other than first aid treatment).

Electronic data exclusionWe will not cover legal liability caused by or arising from1 authorised or unauthorised transmission of

electronic data2 the content of any website, your email,

intranet or extranet

3 loss, distortion, erasure, corruption or alteration of electronic data or any loss of use resulting in reduction of functionality, failure of electronic, electromechanical data processing or electronically controlled equipment or electronic data to correctly recognise any given date or to process data or to operate properly due to failure to recognise any given date.

Employee injury exclusionWe will not cover bodily injury sustained by any employed persons arising out of and in the course of their employment with you.

Excess exclusionWe will not cover the excess shown in your schedule. You will have to pay the excess for loss of or damage to property and this will apply to each event.

Foreign manual work exclusionWe will not cover legal liability arising outside the policy territories, except in respect of temporary visits elsewhere, by persons ordinarily resident within the policy territories, where no manual work is involved.

Offshore exclusionWe will not cover legal liability arising in connection with any person while offshore.

Pollution and contamination exclusionWe will not cover legal liability arising from pollution or contamination, other than caused by a sudden and unexpected incident which takes place at a specific time and place during the period of insurance. All pollution or contamination which arises out of one incident will be considered to have happened at the time the incident takes place.

Property under your control exclusionWe will not cover loss or damage to property owned by you or which is held in your care, custody or control.



27

But we will cover1 premises which are leased, let, rented, hired

or lent to you, as long as a tenancy or other agreement does nota result in contractual liabilityb say that loss or damage must be insured

under a property insurance policy arranged by you or on your behalf

2 premises including contents which are not owned or rented by you, where you are temporarily carrying out work in connection with the business

3 employed persons or visitors vehicles or effects while on your premises.


Recall or refunds exclusionWe will not cover loss or expenditure incurred by anyone in recalling, modifying, disposing of or making a refund for goods or materials supplied or used.

Rectification of defects exclusionWe will not cover1 the cost or value of any defective, harmful

or unsuitable goods, materials or work, process or other operation supplied, used or undertaken

2 expenditure incurred by anyone ina investigating or providing a remedy forb removing, reinstating, replacing,

reapplying or rectifyingany defective, harmful or unsuitable goods, materials or work, process or other operation supplied, used or undertaken.

Road Traffic Act exclusionWe will not cover legal liability arising out of the ownership, possession or use by you or on your behalf or use by any of the additional persons insured of any motor vehicle, trailer or mobile plant in circumstances where compulsory insurance or security is required by Road Traffic Legislation.

War risk exclusionWe will not cover1 any claims caused by or happening through

war, invasion, act of foreign enemy, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection or military or usurped power

2 confiscation, nationalisation, requisition or destruction of or damage to property by or under the order of any government or public or local authority.

3 loss, distortion, erasure, corruption or alteration of electronic data or any loss of use resulting in reduction of functionality, failure of electronic, electromechanical data processing or electronically controlled equipment or electronic data to correctly recognise any given date or to process data or to operate properly due to failure to recognise any given date.

Employee injury exclusionWe will not cover bodily injury sustained by any employed persons arising out of and in the course of their employment with you.

Excess exclusionWe will not cover the excess shown in your schedule. You will have to pay the excess for loss of or damage to property and this will apply to each event.

Foreign manual work exclusionWe will not cover legal liability arising outside the policy territories, except in respect of temporary visits elsewhere, by persons ordinarily resident within the policy territories, where no manual work is involved.

Offshore exclusionWe will not cover legal liability arising in connection with any person while offshore.

Pollution and contamination exclusionWe will not cover legal liability arising from pollution or contamination, other than caused by a sudden and unexpected incident which takes place at a specific time and place during the period of insurance. All pollution or contamination which arises out of one incident will be considered to have happened at the time the incident takes place.

Property under your control exclusionWe will not cover loss or damage to property owned by you or which is held in your care, custody or control.


Directors’ and officers’ liability section continued


Defence costsCosts agreed with us, in writing, to:1 investigate or defend any claim2 fund an appeal against a ruling or judgement

(including payment of an appeal bond).

Deprivation of assets expensesCosts and expenses of any insured person paid directly to provide the services listed below as a direct result of any interim or interlocutory order confiscating or suspending the rights of ownership over personal assets or real property of any insured person during the period of insurance1 schooling2 housing3 utilities or4 personal insurances.Such costs shall only be paid where a personal allowance has been directed by a Court to meet such payments and that personal allowance has been exhausted.

Employed personAnyone:1 under a contract of service or apprenticeship

with you or a worker as defined in Section 230 of the Employment Rights Act 1996

2 who isa employed by you or for you on a labour

only basisb hired to you or borrowed by you from

another employerc a voluntary helper or someone

taking part in a work experience or training scheme

and under your control or supervision.

Employment practice claim1 Any claim by any employed person for any

actual or alleged:a wrongful, unfair or constructive

dismissal, discharge or termination of employment

Directors’ and officers’ liability section



Bail costsCosts agreed with us, to pay for a bond to guarantee an insured person’s bail or equivalent in another country as required by a court of law.

CircumstanceAny verbal or written complaint made against you or an insured person that could give rise to a claim. This does not include any routine employment disciplinary action or dismissal.

ClaimAny written demand or civil, criminal, arbitration or regulatory proceeding first made against you or an insured person during the period of insurance:1 seeking monetary damages2 seeking a penalty or other legal action and

alleging a wrongful act3 alleging an employment practice

wrongful act.Any claims involving allegations from the same or essentially the same facts shall be treated as one claim.

Crisis public relations consultantsChelgate Limited, No 1 Tanner Street, London SE1 3LE.

Crisis public relations costsCosts incurred by the crisis public relations consultants following a claim and/or investigation to prevent, limit or reduce the actual or potential damage to your or any insured person’s reputation from negative publicity or media attention.

Contents of this sectionMeanings of defined terms 28Limit of cover 32What is covered 32What is not covered 33Section conditions 35



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Defence costsCosts agreed with us, in writing, to:1 investigate or defend any claim2 fund an appeal against a ruling or judgement

(including payment of an appeal bond).

Deprivation of assets expensesCosts and expenses of any insured person paid directly to provide the services listed below as a direct result of any interim or interlocutory order confiscating or suspending the rights of ownership over personal assets or real property of any insured person during the period of insurance1 schooling2 housing3 utilities or4 personal insurances.Such costs shall only be paid where a personal allowance has been directed by a Court to meet such payments and that personal allowance has been exhausted.

Employed personAnyone:1 under a contract of service or apprenticeship

with you or a worker as defined in Section 230 of the Employment Rights Act 1996

2 who isa employed by you or for you on a labour

only basisb hired to you or borrowed by you from

another employerc a voluntary helper or someone

taking part in a work experience or training scheme

and under your control or supervision.

Employment practice claim1 Any claim by any employed person for any

actual or alleged:a wrongful, unfair or constructive

dismissal, discharge or termination of employment

b breach of written or implied contractc employment related misrepresentation,

wrongful denial of a career opportunity, failure to grant employment or negligent employee evaluation

d harassment, unlawful discrimination or failure to provide adequate employee procedures and policies

e retaliatory treatmentf defamation or invasion of privacy.

2 Any other claim happening only as a result of you employing any current, former or prospective employed person.

ExcessThe first amount of any claim or claims as detailed in your policy schedule for which you are responsible. The excess applies to loss (as defined in this section) crisis public relation costs, defence costs and investigation costs, however, it will not apply to any claim successfully defended. The excess will only be charged at the end of each claim and/or investigation.

Extradition proceedingAny claim or proceeding brought against an insured person under United Kingdom extradition law or similar law in any other country.

Insured person1 Any person who was, is, or during the period

of insurance becomes a trustee, director, member or officer of yours.

2 Any natural person acting in the capacity as a director of yours (not including any administrator, liquidator, receiver or auditor).

3 Any shadow director as defined under United Kingdom law or similar legislation in any other country.

4 Any employed person of yours.5 Any trustee of any pension or employee

benefit scheme or trust fund operated or administered by you.

Directors’ and officers’ liability section



Bail costsCosts agreed with us, to pay for a bond to guarantee an insured person’s bail or equivalent in another country as required by a court of law.

CircumstanceAny verbal or written complaint made against you or an insured person that could give rise to a claim. This does not include any routine employment disciplinary action or dismissal.

ClaimAny written demand or civil, criminal, arbitration or regulatory proceeding first made against you or an insured person during the period of insurance:1 seeking monetary damages2 seeking a penalty or other legal action and

alleging a wrongful act3 alleging an employment practice

wrongful act.Any claims involving allegations from the same or essentially the same facts shall be treated as one claim.

Crisis public relations consultantsChelgate Limited, No 1 Tanner Street, London SE1 3LE.

Crisis public relations costsCosts incurred by the crisis public relations consultants following a claim and/or investigation to prevent, limit or reduce the actual or potential damage to your or any insured person’s reputation from negative publicity or media attention.


30

Directors’ and officers’ liability section continued Directors’ and officers’ liability section continued


PollutantAny contaminant, irritant or other substance including, but not limited to: asbestos, lead, smoke, vapour, water, oil, oil products, dust, fibres, soot, fumes, acids, alkalis, chemicals, waste (including materials that have been or are intended to be recycled, reconditioned or reclaimed).

PollutionActual, alleged or threatened discharge, seepage, treatment, removal, disposal, dispersal, emission, release or escape of any pollutant or any regulatory order, direction or request to test for, monitor, remove, contain, treat, detoxify, or neutralise any pollutant.

rradar legal

rradar legal

rradar Limited 13 Waterside Business Park Livingstone Road Hessle HU13 0EG

Enquiry line: 0844 543 6111

Email: [email protected]

Safety legislation claimAny court action alleging a breach of statutory duty under health and safety, consumer protection or food safety legislation.

SubsidiaryA company that you either directly or indirectly control through1 holding a majority of the voting rights2 the right to appoint or remove a majority of

its board of directors and/or3 sole control of, pursuant to a written

agreement with other shareholders, a majority of that company’s voting rights.

6 The lawful husband, wife, civil or unmarried partner of an insured person described in 1 to 5 above, only because of their relationship, following a claim against the insured person.

7 The estates, heirs or legal representatives of any insured person above who has died or become incapacitated, insolvent or bankrupt but only in relation to a claim against the insured person.

InvestigationOther than investigations by HMRC, any official hearing, investigation, examination, official enquiry or enquiry into your or an insured person’s business carried out by any government department, regulator or third party with legal rights to do so.For HMRC investigations, investigation is restricted to those enquiries undertaken by the Special Civil Investigations Office under Code of Practice 8 or Code of Practice 9, an enquiry held under section 60 or 61 of the VAT Act 1994 or any matters handled by the National Investigations Service of HMRC.Investigation does not include any routine regulatory supervision, enquiry or compliance review, any internal investigation or any investigation into the business activities of your industry which is not related only to your or any insured person’s conduct.

Investigation costsLegal and other professional costs and expenses agreed with us in writing, incurred directly by you or an insured person in preparing for and attending any investigation.This does not include salary or any other additional costs of yours.

Limit of liabilityThe amount shown in your policy schedule as the limit of liability.

LossCosts and expenses of any claimant which an insured person becomes legally liable to pay and incurred with our prior written agreement, to investigate or defend a claim against any insured person and this will include1 defence costs and investigation costs2 awards of damages (including punitive and

exemplary damages where legally allowed)3 pre and post judgement interest on a

judgement or award covered by this section4 settlementsbut this will not include any criminal fines or penalties, taxes (other than those covered under the Tax cover), salary or employment related benefits.Civil fines are covered only where they are insurable under United Kingdom law.

Manslaughter claimAny court action brought for manslaughter, corporate manslaughter, corporate homicide or culpable homicide.

Outside companyAny company other than you:1 that is a charity or association, or2 in which you hold any issued share capital but this does not include

a any company registered in the United States of America

b any listed companyc any financial services company.

Policy territoriesWorldwide.



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PollutantAny contaminant, irritant or other substance including, but not limited to: asbestos, lead, smoke, vapour, water, oil, oil products, dust, fibres, soot, fumes, acids, alkalis, chemicals, waste (including materials that have been or are intended to be recycled, reconditioned or reclaimed).

PollutionActual, alleged or threatened discharge, seepage, treatment, removal, disposal, dispersal, emission, release or escape of any pollutant or any regulatory order, direction or request to test for, monitor, remove, contain, treat, detoxify, or neutralise any pollutant.

rradar legal

rradar legal

rradar Limited 13 Waterside Business Park Livingstone Road Hessle HU13 0EG

Enquiry line: 0844 543 6111


Safety legislation claimAny court action alleging a breach of statutory duty under health and safety, consumer protection or food safety legislation.

SubsidiaryA company that you either directly or indirectly control through1 holding a majority of the voting rights2 the right to appoint or remove a majority of

its board of directors and/or3 sole control of, pursuant to a written

agreement with other shareholders, a majority of that company’s voting rights.

If a company ceases to be a subsidiary cover will continue but only for a claim caused by a wrongful act carried out before it stopped being a subsidiary.

Wrongful actAny actual or alleged act, error or omission carried out or attempted by an insured person during the performance of their duties but only in their role as your director, officer or employed person including:1 breach of any duty, including fiduciary or

statutory duty2 breach of trust3 negligence, negligent misstatement,

misleading statement or negligent misrepresentation

4 defamation5 wrongful trading as defined under United

Kingdom law6 breach of warranty or authority7 any other act, error or omission attempted

or allegedly carried out or attempted by an insured person only because of their position as a trustee, director, officer or employed person of yours.

You/yourIn addition to the policy definition this will include:1 a subsidiary, and any subsidiary created

or acquired during the period of insurance provided that the newly created or acquired subsidiary:a is not registered in the United States

of America; orb does not trade any of its securities on any

United States of America exchange; But only for a claim against an insured

person caused by a wrongful act carried out after the date of creation or acquisition.

2 any pension or employee benefit scheme or trust fund of yours.

LossCosts and expenses of any claimant which an insured person becomes legally liable to pay and incurred with our prior written agreement, to investigate or defend a claim against any insured person and this will include1 defence costs and investigation costs2 awards of damages (including punitive and

exemplary damages where legally allowed)3 pre and post judgement interest on a

judgement or award covered by this section4 settlementsbut this will not include any criminal fines or penalties, taxes (other than those covered under the Tax cover), salary or employment related benefits.Civil fines are covered only where they are insurable under United Kingdom law.

Manslaughter claimAny court action brought for manslaughter, corporate manslaughter, corporate homicide or culpable homicide.

Outside companyAny company other than you:1 that is a charity or association, or2 in which you hold any issued share capital but this does not include

a any company registered in the United States of America

b any listed companyc any financial services company.

Policy territoriesWorldwide.


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buy-out date for any wrongful act carried out by any insured person within this 30 day period.

Manslaughter claims coverWe will pay for the defence costs which you are legally allowed to pay on behalf of an insured person caused by a manslaughter claim against an insured person for a wrongful act.

Outside company coverWe will pay for the loss incurred by any insured person for any wrongful act within the policy territories carried out in their role as a trustee, director or officer of an outside company.Provided that the insured person acts in that role at your written request and the claim does not arise from a wrongful act carried out after the insured person stopped acting in this role. We will only pay after any cover provided by the outside company to its trustees, directors or officers and any other insurance available to its trustees, directors and officers has been used.

Pension or employee benefit schemes coverWe will pay for the loss caused by a claim for a wrongful act in connection with an insured person’s operation or administration of any of your pension schemes (other than a defined benefit scheme), employee benefit schemes or trust funds.

Personal charity or not for profit association coverWe will pay for the loss incurred by any insured person for any wrongful act within the policy territories carried out in their role in a personal capacity as a director or officer of a charity or any not for profit organisation.

Pollution claims coverWe will pay for the loss arising from pollution caused by a claim for any wrongful act.

Limit of coverThe most we will pay for any one claim including defence costs and/or investigation costs is the limit of liability.Each claim will be treated as being made when we receive written notice of the claim. Investigation costs will be treated as being made when attendance of an insured person is notified as being required.

What is coveredAdditional limit for non-indemnifiable loss coverWhere the limit of liability has been exhausted, the limit of liability shall be increased by £100,000 per claim and/or investigation for each insured person provided that such limit shall be in excess of:1 any other available insurance2 any other available indemnity.

Bail costs coverWe will pay on behalf of any insured person bail costs caused by a claim for a wrongful act.

Circumstance investigation coverWe will pay the costs of rradar legal in the investigation of any circumstance reported to us during the period of insurance including the steps that might be appropriate to avert or reduce the potential of a claim. You must quote your policy number when contacting rradar legal.The most we will pay for all circumstance investigation claims in any one period of insurance is £25,000.

Claims against an insured person coverWe will pay the loss incurred by any insured person caused by a claim for a wrongful act.

Company reimbursement coverWe will pay for the loss which you are legally allowed to pay on behalf of an insured person caused by a claim for a wrongful act.

3

Compensation for court attendance coverWe will pay you at the rate of £250 per day for each insured person and any accompanying husband, wife, civil or unmarried partner provided such insured person’s attendance is needed in court in connection with any claim or investigation.

Crisis public relations costs coverWe will pay crisis public relations costs for any insured person caused by a claim for a wrongful act.

Deprivation of assets coverWe shall pay the loss of any insured person for deprivation of asset expenses.The most we will pay under this cover is £100,000 for any one claim. This is also the most we will pay for all deprivation of asset claims in any one period of insurance.

Employment practice claims coverWe will pay for the loss caused by an employment practice claim during the period of insurance brought by a current, former or potential employed person.We will not cover you for any Employment practice claim more specifically insured by you or on your behalf.

Extradition proceedings coverWe will pay, for any insured person, the loss caused by any extradition proceedings against any insured person during the period of insurance caused by a claim for any wrongful act.

Investigation costs coverWe will pay the investigation costs caused by an investigation first notified as being required during the period of insurance.

Management buy-out coverIf during the period of insurance members of your existing management team conduct a management buy-out, we agree to provide cover to the same level and terms as this policy for the new company for a period of 30 days from the



33

buy-out date for any wrongful act carried out by any insured person within this 30 day period.

Manslaughter claims coverWe will pay for the defence costs which you are legally allowed to pay on behalf of an insured person caused by a manslaughter claim against an insured person for a wrongful act.

Outside company coverWe will pay for the loss incurred by any insured person for any wrongful act within the policy territories carried out in their role as a trustee, director or officer of an outside company.Provided that the insured person acts in that role at your written request and the claim does not arise from a wrongful act carried out after the insured person stopped acting in this role. We will only pay after any cover provided by the outside company to its trustees, directors or officers and any other insurance available to its trustees, directors and officers has been used.

Pension or employee benefit schemes coverWe will pay for the loss caused by a claim for a wrongful act in connection with an insured person’s operation or administration of any of your pension schemes (other than a defined benefit scheme), employee benefit schemes or trust funds.

Personal charity or not for profit association coverWe will pay for the loss incurred by any insured person for any wrongful act within the policy territories carried out in their role in a personal capacity as a director or officer of a charity or any not for profit organisation.

Pollution claims coverWe will pay for the loss arising from pollution caused by a claim for any wrongful act.

Retired insured persons coverIn the event that this policy is not renewed or replaced with a similar policy, cover will continue for any insured person who voluntarily stops being an insured person before the date of non-renewal for reasons other than:1 disqualification from holding such a

position; or2 a take-over or merger, for an unlimited period from the date of non renewal (the “run-off period”), provided that:

a cover will only apply to claims caused by any wrongful act carried out or alleged before the date of retirement of the insured person

b the run-off period will run at the same time as any extended notification period

c no similar insurance is in place elsewhere.

Safety legislation claims coverWe will pay for the loss which you are legally allowed to pay on behalf of an insured person caused by a safety legislation claim (or similar legislation in any other jurisdiction) against an insured person for a wrongful act.

Tax coverIf you become insolvent, this section will extend to pay for any claim against an insured person alleging a wrongful act relating to your unpaid tax liability within the policy territories.

What is not coveredBodily injury or property damage exclusionWe will not cover any claim, loss or investigation:1 for psychological or emotional distress other

than an employment practice claim2 for sickness, disease, bodily injury or death

other than a safety legislation claim or manslaughter claim

3 for the loss, damage or destruction of any tangible property including loss of use of that property.

8

Compensation for court attendance coverWe will pay you at the rate of £250 per day for each insured person and any accompanying husband, wife, civil or unmarried partner provided such insured person’s attendance is needed in court in connection with any claim or investigation.

Crisis public relations costs coverWe will pay crisis public relations costs for any insured person caused by a claim for a wrongful act.

Deprivation of assets coverWe shall pay the loss of any insured person for deprivation of asset expenses.The most we will pay under this cover is £100,000 for any one claim. This is also the most we will pay for all deprivation of asset claims in any one period of insurance.

Employment practice claims coverWe will pay for the loss caused by an employment practice claim during the period of insurance brought by a current, former or potential employed person.We will not cover you for any Employment practice claim more specifically insured by you or on your behalf.

Extradition proceedings coverWe will pay, for any insured person, the loss caused by any extradition proceedings against any insured person during the period of insurance caused by a claim for any wrongful act.

Investigation costs coverWe will pay the investigation costs caused by an investigation first notified as being required during the period of insurance.

Management buy-out coverIf during the period of insurance members of your existing management team conduct a management buy-out, we agree to provide cover to the same level and terms as this policy for the new company for a period of 30 days from the


34



Specific United States of America legislation exclusionWe will not cover any claim, loss or investigation caused by the following legislation in the United States of America:1 any breach of the Racketeer Influenced and

Corrupt Organizations Act 18 USC Sections 1961 et seq., any amendments to this Act or any rules or regulations made under it

2 any breach of the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, the rules or regulations of the Securities Exchange Commission under either or both Acts, similar securities laws or regulations of any state, or any laws of any state relating to any transaction caused by, involving or relating to the sale of securities

3 any breach of the Employment Retirement Income Security Act of 1974 as amended, or any rules or regulations made under it, or similar provisions of any federal, state or local law.

Takeovers and mergers exclusionWe will not cover any loss (as defined in each section of the policy) or investigation caused by any claim for a wrongful act after you 1 merge with another company; or2 any party acquires more than 50% of your

issued share capital.


Breach of professional duty exclusionWe will not cover any claim, loss or investigation caused by a breach of or failure to provide professional duties or services.This exclusion shall only apply to your advice and/or services directly provided for a fee.This exclusion will not apply to a claim for any actual or alleged failure to supervise the performance of any professional services.

Deliberate or dishonest acts exclusionWe will not cover any claim, loss or investigation caused by:1 a dishonest or fraudulent act or omission

or any intentional breach of any statute or regulation carried out by any insured person

2 an act by any insured person intended to obtain or which does obtain a personal profit or advantage which was not legally theirs

3 an act intended to obtain or which does obtain a profit for any company other than you where an insured person is a director, officer or employee of that company.

This exclusion will only apply after a court ruling or an admission by an insured person that such an act did take place.

Defined benefit pension schemes exclusionWe will not cover any claim, loss or investigation caused by:1 an insured person’s operation or

administration of any defined benefit pension scheme

2 an insured person’s breach of any legislation or regulation relating to any defined benefit pension scheme.

Excess exclusionWe will not pay the excess detailed in your policy.

Prior claims, investigations and circumstances exclusionWe will not cover any loss or investigation caused by any claim, investigation or circumstance which you were aware of before the start of the period of insurance.

Prior litigation exclusionWe will not cover any claim, loss (as defined in each section of the policy) or investigation caused by any previous or known litigation or proceedings (including allegations from the same or essentially the same facts) involving an insured person, you or an outside company started before the date of your first purchase of Officers Liability insurance.

Related party claims in the United States of America exclusionWe will not cover any claim, loss or investigation caused by any claim brought by you, an outside company or an insured person within or subject to the laws of the United States of America.This exclusion will not apply to:1 defence costs2 any shareholder derivative proceedings

in your name without your or any insured person’s solicitation, assistance or participation

3 any claim brought by your liquidator, receiver or administrative receiver or similar body

4 any employment practices claim5 any claim made by a previously insured

person of yours6 any claim seeking a contribution or

indemnity if that claim would be covered by this section if made against an insured person.

Share offerings exclusionWe will not cover any loss (as defined in each section of the policy) or investigation caused by any claim for a wrongful act relating to any actual public offering of your share capital unless:1 we have given our prior written agreement;

and2 you have paid any additional premium and

accepted any amendments we may need to make to the terms and conditions of this policy.



35

Specific United States of America legislation exclusionWe will not cover any claim, loss or investigation caused by the following legislation in the United States of America:1 any breach of the Racketeer Influenced and

Corrupt Organizations Act 18 USC Sections 1961 et seq., any amendments to this Act or any rules or regulations made under it

2 any breach of the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, the rules or regulations of the Securities Exchange Commission under either or both Acts, similar securities laws or regulations of any state, or any laws of any state relating to any transaction caused by, involving or relating to the sale of securities

3 any breach of the Employment Retirement Income Security Act of 1974 as amended, or any rules or regulations made under it, or similar provisions of any federal, state or local law.

Takeovers and mergers exclusionWe will not cover any loss (as defined in each section of the policy) or investigation caused by any claim for a wrongful act after you 1 merge with another company; or2 any party acquires more than 50% of your

issued share capital.


These conditions of your wording all apply equally to each insured person and to you other than the Fair presentation of risk condition and the Severability condition.

Claims conditionsYou and/or any insured person must reimburse us for any defence costs paid where it is later determined that there is no cover under this policy.If a claim is made which is not completely covered by any section of this policy, we will agree with you or any insured person a fair allocation between loss (as defined in each section of the policy) that is covered and loss (as defined within each section of the policy) not covered by this policy.

Claims notification conditionYou must:1 as soon as possible within the period of

insurance or at the latest within 45 days after it expiresa give us, and the crisis public relations

consultants where appropriate, notice of any claim under this policy, in accordance with the terms of each section

b give us, and the crisis public relations consultants where appropriate, all the information we request

2 immediatelya on receipt send us every letter,

court order, summons or other legal documents served upon you

b tell us about any investigation, prosecution, inquest or fatal accident inquiry or dispute for referral to adjudication or court proceedings in connection with any potential claim, in accordance with the terms of each section

c unless agreed with us in writing, notify the police of any fraudulent or criminal activity upon discovery.


Prior litigation exclusionWe will not cover any claim, loss (as defined in each section of the policy) or investigation caused by any previous or known litigation or proceedings (including allegations from the same or essentially the same facts) involving an insured person, you or an outside company started before the date of your first purchase of Officers Liability insurance.

Related party claims in the United States of America exclusionWe will not cover any claim, loss or investigation caused by any claim brought by you, an outside company or an insured person within or subject to the laws of the United States of America.This exclusion will not apply to:1 defence costs2 any shareholder derivative proceedings

in your name without your or any insured person’s solicitation, assistance or participation

3 any claim brought by your liquidator, receiver or administrative receiver or similar body

4 any employment practices claim5 any claim made by a previously insured

person of yours6 any claim seeking a contribution or

indemnity if that claim would be covered by this section if made against an insured person.

Share offerings exclusionWe will not cover any loss (as defined in each section of the policy) or investigation caused by any claim for a wrongful act relating to any actual public offering of your share capital unless:1 we have given our prior written agreement;

and2 you have paid any additional premium and

accepted any amendments we may need to make to the terms and conditions of this policy.


36



Contents – all risks section

Claims procedures condition1 You must take, or allow others to take,

practical steps to minimise any claim.2 At your expense you must provide us with

a full details in writing and any further information we may reasonably require

b any assistance to enable us to settle or defend a claim

c details of any other relevant insurances.3 You may appoint legal representation with

our prior written consent. Where we agree to your legal representation, the maximum following hourly rates shall apply:

Partner – £185 per hour, Associate – £150 per hour, Solicitor – £115 per hour, Paralegal – £90 per hour.

If it is not possible to obtain our consent before incurring costs, we will agree to this providing our agreement is obtained within 14 days.

Where a claim is made against you and/or more than one insured person, unless there is a conflict of interest, the same legal representative should be used.

4 You must not accept, negotiate, pay, settle, admit or reject any claim without our prior written consent.

5 We have the right to fully participate in the defence of any claim including the negotiation of any settlement. We will also have the right to defend any claim made against you.

6 Where it is assessed by us and your legal representation that you have a greater than 60% prospect of success, you shall have the right to defend any claim made against you or any insured person.


Notification of potential claims conditionYou may give us notice of any circumstance which might lead to a claim under this policy giving reasons for the expectation and including full details of the people and dates involved.Where we accept the circumstance any future claim arising from this circumstance shall be deemed to have been made in the period of insurance in which the circumstance was first notified.

Severability conditionAll information which any insured person provided before we agreed to insure you will be considered as a separate application for each insured person.The knowledge of or any statement made by any insured person will not be applied to any other insured person for the purposes of deciding whether cover is available for any claim.

Contents of this sectionMeanings of defined terms 37What is covered 38What is not covered 38


37

Directors’ and officers’ liability section continued Contents – all risks section



DamageLoss, destruction or damage.

HackingUnauthorised access to any computer or other equipment, component, system or item which processes, stores, transmits or retrieves data.

Property insuredOffice and business equipment, including portable electronic equipment, belonging to, or borrowed or leased by you, or your partners, principals, directors or employees, used in connection with the business, referred to in your schedule as ‘Contents – all risks’, anywhere within the policy territories or temporarily, elsewhere in the world.

Virus or similar mechanismProgram code, programming instruction or any set of instructions intentionally constructed with the ability to damage, interfere with or otherwise adversely affect computer programs, data files or operations whether involving self-replication or not.

Notification of potential claims conditionYou may give us notice of any circumstance which might lead to a claim under this policy giving reasons for the expectation and including full details of the people and dates involved.Where we accept the circumstance any future claim arising from this circumstance shall be deemed to have been made in the period of insurance in which the circumstance was first notified.

Severability conditionAll information which any insured person provided before we agreed to insure you will be considered as a separate application for each insured person.The knowledge of or any statement made by any insured person will not be applied to any other insured person for the purposes of deciding whether cover is available for any claim.

Contents of this sectionMeanings of defined terms 37What is covered 38What is not covered 38


38

Contents – all risks section continued Contents – all risks section continued


Unexplained lossesWe will not cover you for unexplained disappearance or inventory shortage.



2 confiscation, nationalisation, requisition or damage to property by or under the order of any government or public or local authority.

Wear and tear exclusionWe will not cover you for1 damage due to wear and tear or gradual

deterioration, rust, action of light or atmospheric conditions

2 the cost of normal upkeep, cleaning or normal repairs.

What is coveredWe will pay you for accidental damage to the property insured, occurring during the period of insurance in accordance with the following basis of settlement.

Basis of settlementWe will pay you for the value of the property insured at the time of its damage or for the amount of the damage, or at our option reinstate or replace the property insured or any part of it and1 claims for the total loss or destruction of

property insured, will be settled on the basis of replacement of property similar to, but no better or more extensive than the property insured when new

2 claims for partial loss or destruction of property insured, will be settled on the basis of restoration to a condition no better or more extensive than the condition of the property insured when new.

We will not cover more than the sum insured shown in your schedule for the property insured.In the event of any loss the sum insured will be automatically reinstated from the date of the loss, unless there is written notice either by us or by you saying otherwise. You will have to pay an additional premium for this.

Financial interest coverThe financial interest of anyone with whom you have entered into a loan, lease or hire purchase agreement for any item or part of the property insured is automatically noted and in the event of a claim we should be given details of the financial interest.

What is not coveredBreakdown exclusionWe will not cover you for damage caused by mechanical or electrical breakdown or derangement.

Date recognition exclusionWe will not cover you for damage to property insured directly or indirectly caused by,

3

8

contributed to by, or arising from the failure of equipment (including hardware and software) to correctly recognise any given date, or to process data, or to operate properly, due to failure to recognise any given date.

Electronic equipment exclusionWe will not cover you for damage to any computer or other equipment, component, system or item which processes, stores, transmits or retrieves data or any part of it, whether tangible or intangible (including any information, programs or software) and whether your property or not, where damage is caused to the property insured by programming or operator error, virus or similar mechanism or hacking, including where this results from the actions of malicious persons or thieves.

Excess exclusionWe will not cover you for the amount of the excess shown in your schedule.


Sonic bangs exclusionWe will not cover you for damage by pressure waves caused by aircraft and other aerial devices travelling at sonic or supersonic speeds.

Terrorist act exclusionWe will not cover you for any damage, cost or expense directly or indirectly, caused by, resulting from or in connection with terrorist act.

Unattended vehicle exclusionWe will not cover you for theft or attempted theft of property insured while contained in an unattended vehicle or trailer, unless there is evidence of forcible and violent entry to the vehicle or trailer.


Contents – all risks section continued Contents – all risks section continued

39

Unexplained lossesWe will not cover you for unexplained disappearance or inventory shortage.



2 confiscation, nationalisation, requisition or damage to property by or under the order of any government or public or local authority.

Wear and tear exclusionWe will not cover you for1 damage due to wear and tear or gradual

deterioration, rust, action of light or atmospheric conditions

2 the cost of normal upkeep, cleaning or normal repairs.

contributed to by, or arising from the failure of equipment (including hardware and software) to correctly recognise any given date, or to process data, or to operate properly, due to failure to recognise any given date.

Electronic equipment exclusionWe will not cover you for damage to any computer or other equipment, component, system or item which processes, stores, transmits or retrieves data or any part of it, whether tangible or intangible (including any information, programs or software) and whether your property or not, where damage is caused to the property insured by programming or operator error, virus or similar mechanism or hacking, including where this results from the actions of malicious persons or thieves.

Excess exclusionWe will not cover you for the amount of the excess shown in your schedule.


Sonic bangs exclusionWe will not cover you for damage by pressure waves caused by aircraft and other aerial devices travelling at sonic or supersonic speeds.

Terrorist act exclusionWe will not cover you for any damage, cost or expense directly or indirectly, caused by, resulting from or in connection with terrorist act.

Unattended vehicle exclusionWe will not cover you for theft or attempted theft of property insured while contained in an unattended vehicle or trailer, unless there is evidence of forcible and violent entry to the vehicle or trailer.


Making a complaint continued


Our promise to youWe will• Acknowledge written complaints promptly.• Investigate your complaint quickly

and thoroughly.• Keep you informed of progress of

your complaint.• Do everything possible to resolve

your complaint.• Acknowledge when we have made a mistake

and learn from them.• Use the information from complaints to

continuously improve our service.

Financial Services Compensation Scheme (FSCS)AXA Insurance UK plc are covered by the Financial Services Compensation Scheme (FSCS). You may be entitled to compensation in the unlikely event we cannot meet our obligations to you. This depends on the type of insurance, size of the business and the circumstances of the claim. Further information about the compensation scheme arrangements is available from the FSCS (www.fscs.org.uk).The European Commission has also provided an Online Dispute Resolution Service for logging complaints. To use this service please go to: http://ec.europa.eu/odr

Making a complaint

When you make contact please tell us the following information:• Name, address and postcode, telephone

number and e-mail address (if you have one).• Your policy and/or claim number, and the

type of policy you hold.• The name of your insurance agent/firm

(if applicable).• The reason for your complaint.Any written correspondence should be headed ‘COMPLAINT’ and you may include copies of supporting material.

Beyond AXAShould you remain dissatisfied following our final written response, you may be eligible to refer your case to the Financial Ombudsman Service (FOS). The FOS is an independent body that arbitrates on complaints about general insurance products. The FOS can only consider your complaint if we have given you our final decision.You have six months from the date of our final response to refer your complaint to the FOS. This does not affect your right to take legal action.

The Financial Ombudsman Service

Financial Ombudsman Service Exchange Tower Harbour Exchange Square London E14 9SR

Telephone: 0800 023 4567* or 0300 123 9123**

Fax: 020 7964 1001


Website: www.financial-ombudsman.org.uk

Making a complaintAXA Insurance aims to provide the highest standard of service to every customer.If our service does not meet your expectations we want to hear about it so we can try to put things right.All complaints we receive are taken seriously. Following the steps below will help us understand your concerns and give you a fair response.

Making your complaintThe majority of complaints can be resolved quickly and satisfactorily by the department you are dealing with. If your complaint relates to a claim, please contact the department dealing with the claim. If your complaint relates to anything else, please contact the agent or AXA office where your policy was purchased. Telephone contact is often the most effective way to resolve complaints quickly.Alternatively you can write to us at

AXA Insurance complaints:

AXA Insurance Commercial complaints AXA House 4 Parklands Lostock Bolton BL6 4SD

All claims complaints:

Tel: 01204 815359

Email: commercial.complaints. @axa-insurance.co.uk

* free for people phoning from a ‘fixed line’ (for example, a landline at home)

** free for mobile phone users who pay a monthly charge for calls to numbers starting 01 or 02


Making a complaint continued

41

Our promise to youWe will• Acknowledge written complaints promptly.• Investigate your complaint quickly

and thoroughly.• Keep you informed of progress of

your complaint.• Do everything possible to resolve

your complaint.• Acknowledge when we have made a mistake

and learn from them.• Use the information from complaints to

continuously improve our service.

Financial Services Compensation Scheme (FSCS)AXA Insurance UK plc are covered by the Financial Services Compensation Scheme (FSCS). You may be entitled to compensation in the unlikely event we cannot meet our obligations to you. This depends on the type of insurance, size of the business and the circumstances of the claim. Further information about the compensation scheme arrangements is available from the FSCS (www.fscs.org.uk).The European Commission has also provided an Online Dispute Resolution Service for logging complaints. To use this service please go to: http://ec.europa.eu/odr

Making a complaint

When you make contact please tell us the following information:• Name, address and postcode, telephone

number and e-mail address (if you have one).• Your policy and/or claim number, and the

type of policy you hold.• The name of your insurance agent/firm

(if applicable).• The reason for your complaint.Any written correspondence should be headed ‘COMPLAINT’ and you may include copies of supporting material.

Beyond AXAShould you remain dissatisfied following our final written response, you may be eligible to refer your case to the Financial Ombudsman Service (FOS). The FOS is an independent body that arbitrates on complaints about general insurance products. The FOS can only consider your complaint if we have given you our final decision.You have six months from the date of our final response to refer your complaint to the FOS. This does not affect your right to take legal action.

The Financial Ombudsman Service

Financial Ombudsman Service Exchange Tower Harbour Exchange Square London E14 9SR

Telephone: 0800 023 4567* or 0300 123 9123**

Fax: 020 7964 1001


Website: www.financial-ombudsman.org.uk

* free for people phoning from a ‘fixed line’ (for example, a landline at home)

** free for mobile phone users who pay a monthly charge for calls to numbers starting 01 or 02


CLPI

0010

P-F

(01/

19) (

2405

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AXA Insurance UK plc Registered in England and Wales No 78950. Registered Office: 5 Old Broad Street, London EC2N 1AD. A member of the AXA Group of companies. AXA Insurance UK plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Telephone calls may be monitored and recorded.

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